Cuthbert David 4
4 · WARWICK VALLEY TELEPHONE CO · Filed Oct 23, 2012
Insider Transaction Report
Form 4
Cuthbert David
Executive Vice President-COO
Transactions
- Exercise of In-Money
Common Shares
2012-10-21$14.68/sh−25,148$369,173→ 3,705 total - Exercise of In-Money
Put Option (Right to Sell)
2012-10-21−25,148→ 0 totalExercise: $14.68From: 2012-10-21Exp: 2012-12-20→ 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)
Footnotes (2)
- [F1]On 9/26/12, the issuer entered into an amendment (the "Amendment") to the Lock-Up and Put Agreement dated as of 10/21/11(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"). 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 permited Mr.Cuthbert to exercise the Put for all of the Shares, not just half, from 10/21/12 to 12/20/12. Mr.Cuthbert elected to exercise the Put and to sell the shares to the issuer on 10/21/12.
- [F2]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.