McCall Stephen Phillip 4

Accession 0001179110-04-024092

CIK 0001288359other

View on SEC.gov Company Profile

Filed

Dec 22, 7:00 PM ET

Accepted

Dec 23, 5:46 PM ET

Size

22.8 KB

Accession

0001179110-04-024092

Insider Transaction Report

Form 4

Period: 2004-12-21

OTELCO INC.OTT

McCall Stephen Phillip

Director

Transactions

Conversion
Class A Common Stock
2004-12-21+8,026,442→ 8,026,442 total(indirect: See Footnote)
Conversion
Membership Units
2004-12-21−2,323,825.73→ 0 total(indirect: See Footnote)
→ Income Deposit Securities (7,263,634 underlying)
Conversion
Class B Common Stock
2004-12-21+500,689→ 500,689 total(indirect: See Footnote)
→ Income Deposit Securities (500,689 underlying)
Sale
Class A Common Stock
2004-12-21$14.29/sh−7,402,170$105,762,205→ 624,272 total(indirect: See Footnote)
Sale
Class B Common Stock
2004-12-21−119,950→ 380,739 total(indirect: See Footnote)
→ Income Deposit Securities (119,950 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)

Footnotes (13)

[F1]The reported securities are included within 8,026,442 Income Deposit Securities ("IDSs"). Each IDS consists of one share of Class A common stock and one 13% 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 7,402,170 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 2,323,825.73 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.

Documents

2 files

Issuer

OTELCO INC.

CIK 0001288359

→

Entity typeother

Related Parties

filerCIK 0001310180

Filing Metadata

Form type: 4
Filed: Dec 22, 7:00 PM ET
Accepted: Dec 23, 5:46 PM ET
Size: 22.8 KB

View on SEC.gov