0001209191-11-055007.txt : 20111108
0001209191-11-055007.hdr.sgml : 20111108
20111108173208
ACCESSION NUMBER: 0001209191-11-055007
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20111104
FILED AS OF DATE: 20111108
DATE AS OF CHANGE: 20111108
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Cuthbert David
CENTRAL INDEX KEY: 0001527990
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-11174
FILM NUMBER: 111188838
MAIL ADDRESS:
STREET 1: 58 FORAGE DRIVE
CITY: MICKLETON
STATE: NJ
ZIP: 08056
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: WARWICK VALLEY TELEPHONE CO
CENTRAL INDEX KEY: 0000104777
STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813]
IRS NUMBER: 141160510
STATE OF INCORPORATION: NY
FISCAL YEAR END: 1220
BUSINESS ADDRESS:
STREET 1: 47 49 MAIN ST
CITY: WARWICK
STATE: NY
ZIP: 10990
BUSINESS PHONE: 9149861101
MAIL ADDRESS:
STREET 1: 47 49 MAIN ST
STREET 2: PO BOX 592
CITY: WARWICK
STATE: NY
ZIP: 10990
4
1
doc4.xml
FORM 4 SUBMISSION
X0304
4
2011-11-04
0
0000104777
WARWICK VALLEY TELEPHONE CO
WWVY
0001527990
Cuthbert David
58 FORAGE DRIVE
MICKLETON
NJ
08056
0
1
0
0
Executive Vice President-COO
Common Shares
25148
D
Put Option (Right to Sell)
2011-11-04
4
J
0
25148
0.00
A
Common Stock
25148
25148
D
The Issuer entered into a Lock-up and Put Agreement with Mr. Cuthbert (and the other members of Alteva, LLC who acquired shares of the Issuer's common stock pursuant to the terms of a certain Asset Purchase Agreement dated July 14, 2011 among the Issuer, Warwick Valley Networks, Inc, a wholly-owned subsidiary of the Issuer, and Alteva, LLC), pursuant to which Mr. Cuthbert agreed to certain restrictions on his ability to sell the shares of the Issuer's common stock issued to him in connection with the acquisition (the "Shares"). In addition, the Lock-up and Put Agreement gives Mr. Cuthbert the option to sell the Shares to the Issuer within a certain prescribed time period at a certain predetermined price (the "Put"). Mr. Cuthbert may exercise the Put with respect to half of the Shares within a 60-day period commencing on October 21, 2012 and the other half within a 60-day period commencing on December 15, 2012.
The purchase price of the Put will be 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.
/s/Joanne Joosten, on behalf of David Cuthbert, Pursuant to Power of Attorney
2011-11-08