Cuthbert David 4
4 · WARWICK VALLEY TELEPHONE CO · Filed Sep 28, 2012
Insider Transaction Report
Form 4
Cuthbert David
Executive Vice President-COO
Transactions
- Other
Put Option (Right to Sell)
2012-09-26−25,148→ 0 total→ Common Stock (25,148 underlying)
Holdings
- 18,523
Employee Stock Option (Right to Buy)
Exercise: $14.38Exp: 2022-02-24→ Common Stock (18,523 underlying) - 25,148
Common Shares
Footnotes (3)
- [F1]On 9/26/12, the Issuer entered into an amendment (the "Amendment") to the Lock-Up and Put Agreement dated as of October 21, 2011 (the "Lock-Up Agreement") with Mr. Cuthbert. Pursuant to the terms of the Lock-Up Agreement, Mr. Cuthbert agreed to certain restrictions on his ability to sell his shares of the Issuer's common stock subject to the Lock-Up Agreement (the "Shares"). In addition, the Lock-Up Agreement gave Mr. Cuthbert the option to sell the Shares to the Issuer within a certain prescribed time period at a certain prescribed price (the "Put").
- [F2]The Amendment increased the purchase price at which Mr. Cuthbert may sell the Shares to the Issuer to $14.68 from 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. In addition, the Amendment permits Mr. Cuthbert to exercise the Put for all of the Shares, not just half, from October 21, 2012 to December 20, 2012.
- [F3]This option was previously reported by Mr. Cuthbert and is exercisable as follows: 6,175 shares on 2/24/13, 6,175 shares on 2/24/14 and 6,173 shares on 2/24/15 assuming Mr. Cuthbert's continuous employment with the Company.