Cuthbert David 4
4 · WARWICK VALLEY TELEPHONE CO · Filed Feb 28, 2012
Insider Transaction Report
Form 4
Cuthbert David
Executive Vice President-COO
Transactions
- Award
Employee Stock Option (Right to Buy)
2012-02-24+18,523→ 18,523 totalExercise: $14.38Exp: 2022-02-24→ Common Stock (18,523 underlying) - Award
Common Shares
2012-02-24+3,705→ 28,853 total
Holdings
- 25,148
Put Option (Right to Sell)
→ Common Stock (25,148 underlying)
Footnotes (3)
- [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. The purchase price of the Put will be the greater of (i) the closing price
- [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.
- [F3]This option was granted under th Warwick Valley Telephone Company 2008 Long term Incentive Plan in a transaction exempt under rule 16b-3 and is exercisable as follows: 6,175 shares on 02/24/2013, 6,175 shares on 02/24/2014 and 6,173 shares on 02/23/2015 assuming Mr. Cuthbert's continuous employment with the Company.