- Statement of Changes in Beneficial Ownership (4)
24 October 2012 - 8:15AM
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 or Section 30(h) 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)
10/21/2012
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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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10/21/2012
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X
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25148
(1)
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D
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$14.68
(1)
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3705
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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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$14.68
(1)
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10/21/2012
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X
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25148
(1)
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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)
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$0.00
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0
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D
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Employee Stock Option (Right to Buy)
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$14.38
(2)
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(2)
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2/24/2022
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Common Stock
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18523
(2)
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18523
(2)
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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 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.
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(
2)
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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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10/23/2012
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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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