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