8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 21, 2015

Alteva, Inc.

(Exact name of registrant as specified in its charter)

New York	001-35724	14-1160510
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

400 Market Street, Suite 1100 Philadelphia, Pennsylvania	19106
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code

(877) 258-3722(877)

(Former name or former address if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 21, 2015, the Compensation Committee of the Board of Directors of Alteva, Inc. approved amendments to the vesting terms of unvested equity grants for all employees with outstanding grants under the Amended and Restated Warwick Valley Company 2008 Long-Term Incentive Plan (the “Plan”).  All employee equity grant award agreements were amended to provide that all awards vest upon a Change in Control (as such term is defined in the Plan).  The foregoing summary is qualified in its entirety by the global amendment filed herewith as Exhibit 10.1.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

The following exhibits are furnished as part of this report:

Exhibit	Description
10.1	Form of Global Amendment to Award Agreements Under The Amended and Restated Warwick Valley Telephone Company 2008 Long-Term Incentive Plan.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Alteva, Inc. (Registrant)
	By:	/s/ Brian H. Callahan
		Brian H. Callahan
		Executive Vice President, Chief Financial Officer, Corporate Secretary and Treasurer
Date:   August 26, 2015

2

EX-10.1

Exhibit 10.1

GLOBAL AMENDMENT TO
AWARD AGREEMENTS
UNDER THE
AMENDED AND RESTATED WARWICK VALLEY TELEPHONE COMPANY

2008 LONG-TERM INCENTIVE PLAN

This Amendment (this “Amendment”) is dated as of August 21, 2015 (the “Effective Date”).

WHEREAS, Alteva, Inc. (the “Company”) has adopted the Amended and Restated Warwick Valley Telephone Company 2008 Long-Term Incentive Plan, as amended (the “Plan”);

WHEREAS, the Company, is a party to Award Agreements (the “Agreements”) (as defined by the Plan) with employees of the Company (the “Participants”) pursuant to which the Participants are entitled to exercise Options or certain Shares (as such terms are defined in the Plan and the number of which are specified in the Agreements) subject to certain exercisability conditions, vesting restrictions, and other terms and conditions specified in the Agreement;

WHEREAS, the Company has determined that it is desirable and in the best interest of the parties to accelerate the exercisability and vesting restrictions (as applicable) in the Agreements (among other reasons, to retain the continued service of the Participants).

NOW, THEREFORE, for valuable consideration and intending to be bound by the provisions of this Agreement, the parties agree as follows:

1.             Effective as of the Effective Date, each of the Agreements is amended to add the following provision at the end thereof:

Notwithstanding anything else in this Agreement or the Plan to the contrary, the exercisability, vesting, or vesting restrictions on transfer set forth in this Agreement shall lapse and the Options or Shares (as applicable) represented by this Agreement (except with respect to Options or Shares that have otherwise terminated pursuant to the terms of the Agreement) shall become exercisable or otherwise vested or no longer subject to lapse restrictions, as applicable, immediately before and contingent upon a Change in Control.

2.             A copy of this Amendment shall be provided by the Company to each Participant. To the fullest extent permitted by the Plan and/or applicable law, each Participant shall be deemed to have accepted this Amendment without any further action on such Participant’s part. Notwithstanding the foregoing, a Participant may consent by countersigning a counterpart signature page to this Amendment. This Amendment may be executed in any number of counterparts (which may be effectively delivered by facsimile or other electronic means), any one of which need not contain the signatures of more than one party, but all of such counterparts together shall constitute one agreement.

This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York without regard to principles of conflicts of law

Alteva, Inc.
By:	/s/ Brian J. Kelley
Name: Brian J. Kelley
Title: Chief Executive Officer
Consented to and
agreed as of the Effective Date:
Participant:
(signature)
(print or type name)