- Statement of Changes in Beneficial Ownership (4)
September 28 2012 - 3:12PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Cuthbert David
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2. Issuer Name
and
Ticker or Trading Symbol
WARWICK VALLEY TELEPHONE CO
[
WWVY
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
President and COO
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(Last)
(First)
(Middle)
C/O WARWICK VALLEY TELEPHONE COMPANY, 47 MAIN STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
9/26/2012
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(Street)
WARWICK, NY 10990
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Shares
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25148
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Put Option (Right to Sell)
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(1)
(2)
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9/26/2012
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J
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25148
(1)
(2)
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(1)
(2)
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(1)
(2)
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Common Stock
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25148
(1)
(2)
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$0.00
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0
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D
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Put Option (Right to Sell)
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$14.68
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9/26/2012
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J
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25148
(1)
(2)
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10/21/2012
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12/20/2012
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Common Stock
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25148
(1)
(2)
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$0.00
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25148
(1)
(2)
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D
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Employee Stock Option (Right to Buy)
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$14.38
(3)
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(3)
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2/24/2022
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Common Stock
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18523
(3)
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18523
(3)
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D
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Explanation of Responses:
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(
1)
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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").
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(
2)
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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.
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(
3)
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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.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Cuthbert David
C/O WARWICK VALLEY TELEPHONE COMPANY
47 MAIN STREET
WARWICK, NY 10990
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X
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President and COO
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Signatures
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/s/David Cuthbert
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9/28/2012
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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