Cuthbert David 4
4 · WARWICK VALLEY TELEPHONE CO · Filed Nov 8, 2011
Insider Transaction Report
Form 4
Cuthbert David
Executive Vice President-COO
Transactions
- Other
Put Option (Right to Sell)
2011-11-04+25,148→ 25,148 total→ Common Stock (25,148 underlying)
Holdings
- 25,148
Common Shares
Footnotes (2)
- [F1]The Issuer entered into a Lock-up and Put Agreement with Mr. Cuthbert (and the other members of Alteva, LLC who acquired shares of the Issuer's common stock pursuant to the terms of a certain Asset Purchase Agreement dated July 14, 2011 among the Issuer, Warwick Valley Networks, Inc, a wholly-owned subsidiary of the Issuer, and Alteva, LLC), pursuant to which Mr. Cuthbert agreed to certain restrictions on his ability to sell the shares of the Issuer's common stock issued to him in connection with the acquisition (the "Shares"). In addition, the Lock-up and Put Agreement gives Mr. Cuthbert the option to sell the Shares to the Issuer within a certain prescribed time period at a certain predetermined price (the "Put"). Mr. Cuthbert may exercise the Put with respect to half of the Shares within a 60-day period commencing on October 21, 2012 and the other half within a 60-day period commencing on December 15, 2012.
- [F2]The purchase price of the Put will be the greater of (i) the closing price of the Issuer's common stock on the date of exercise of the Put or (ii) $11.74.