0001209191-12-013746.txt : 20120228
0001209191-12-013746.hdr.sgml : 20120228
20120228183949
ACCESSION NUMBER: 0001209191-12-013746
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20120224
FILED AS OF DATE: 20120228
DATE AS OF CHANGE: 20120228
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: 12649385
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
2012-02-24
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
2012-02-24
4
A
0
3705
0.00
A
28853
D
Put Option (Right to Sell)
Common Stock
25148
25148
D
Employee Stock Option (Right to Buy)
14.38
2012-02-24
4
A
0
18523
0.00
A
2022-02-24
Common Stock
18523
18523
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
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.
This option was granted under th Warwick Valley Telephone Company 2008 Long term Incentive Plan in a transaction exempt under rule 16b-3 and is exercisable as follows: 6,175 shares on 02/24/2013, 6,175 shares on 02/24/2014 and 6,173 shares on 02/23/2015 assuming Mr. Cuthbert's continuous employment with the Company.
/s/Joanne Joosten, on behalf of David Cuthbert, Pursuant to Power of Attorney
2012-02-28