4//SEC Filing
CEA CAPITAL PARTNERS USA C1 LP 4
Accession 0001179110-04-024090
CIK 0001288359other
Filed
Dec 22, 7:00 PM ET
Accepted
Dec 23, 5:44 PM ET
Size
32.0 KB
Accession
0001179110-04-024090
Insider Transaction Report
Form 4
OTELCO INC.OTT
CEA CAPITAL PARTNERS USA L P
10% Owner
Transactions
- Conversion
Membership Units
2004-12-21−1,088,000→ 0 total(indirect: See Footnote)→ Income Deposit Securities (3,400,785 underlying) - Conversion
Class A Common Stock
2004-12-21+4,163,593→ 4,163,593 total(indirect: See Footnote) - Conversion
Class B Common Stock
2004-12-21+259,726→ 259,726 total(indirect: See Footnote)→ Income Deposit Securities (259,726 underlying) - Other
Membership Units of Mid-Missouri Parent, LLC
2004-12-21−9,000→ 0 total(indirect: See Footnote)→ Income Deposit Securities (762,808 underlying) - Sale
Class A Common Stock
2004-12-21$14.29/sh−3,737,739$53,404,815→ 425,854 total(indirect: See Footnote)
Footnotes (13)
- [F1]The reported securities are included within 4,163,593 Income Deposit Securities ("IDSs"). Each IDS consists of one share of Class A common stock and one 13% senior subordinated note due 2019 with a $7.50 principal amount.
- [F10]These represent the same 9,000 membership units of Mid-Missouri Parent, LLC disposed of as shown in the line above.
- [F11]The Class B common stock will be exchangable for IDSs beginning on December 21, 2006, subject to the satisfaction of certain conditions, including a financial test set forth in an investor rights agreement.
- [F12]None.
- [F13]The Class B common stock will be exchangable for IDSs on a 1 for 1 basis, subject to adjustment.
- [F2]See Exhibit 99.1.
- [F3]Included in the sale of 3,737,739 IDSs that each consisted of one share of Class A common stock and one 13% senior subordinated note due 2019 with a $7.50 principal amount.
- [F4]This is the sale price of the IDSs set forth in the Underwriting Agreement dated December 16, 2004, relating to the sale of the IDSs.
- [F5]Conversion ratio of 3.12572 IDSs and 0.19498 shares of Class B common stock per membership unit.
- [F6]The membership units converted into IDSs and Class B common stock on December 21, 2004, the closing date of the offering of IDSs.
- [F7]These represent the same 1,088,000 membership units disposed of as shown in the line above.
- [F8]Exchange ratio of 84.75644 IDSs and 5.28711 shares of Class B common stock per membership unit of Mid-Missouri Parent, LLC.
- [F9]Membership units of Mid-Missouri Parent, LLC were exchanged for IDSs and shares of Class B common stock on December 21, 2004, the closing date of the offering of the IDSs, pursuant to a merger agreement, dated December 16, 2004.
Issuer
OTELCO INC.
CIK 0001288359
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001140606
Filing Metadata
- Form type
- 4
- Filed
- Dec 22, 7:00 PM ET
- Accepted
- Dec 23, 5:44 PM ET
- Size
- 32.0 KB