FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Cable One, Inc. [ CABO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 12/15/2017 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|
1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock; par value $0.01 | 12/15/2017 | M | 16,950 | A | $422.31 | 37,702 | D | |||
Common Stock; par value $0.01 | 12/15/2017 | D | 10,460(1) | D | $684.4 | 27,242 | D | |||
Common Stock; par value $0.01 | 12/15/2017 | F | 2,995(2) | D | $684.4 | 24,247 | D | |||
Common Stock; par value $0.01 | 12/15/2017 | S | 730 | D | $675.09(3) | 23,517 | D | |||
Common Stock; par value $0.01 | 12/15/2017 | S | 1,281 | D | $676.32(4) | 22,236 | D | |||
Common Stock; par value $0.01 | 12/15/2017 | S | 399 | D | $677.31(5) | 21,837 | D | |||
Common Stock; par value $0.01 | 12/15/2017 | S | 203 | D | $678.12(6) | 21,634 | D | |||
Common Stock; par value $0.01 | 12/15/2017 | S | 180 | D | $679 | 21,454 | D | |||
Common Stock; par value $0.01 | 12/19/2017 | S | 3,495 | D | $685(7) | 17,959 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Appreciation Rights | $422.31 | 12/15/2017 | M | 16,950 | (8) | 09/01/2025 | Common Stock; par value $0.01 | 16,950 | $0 | 16,950 | D |
Explanation of Responses: |
1. This represents the difference between the number of stock appreciation rights (SARs) exercised (16,950) and the number of shares issued as a result of the exercise (6,490). Each SAR represents the right, upon exercise, to receive a number of shares of Common Stock equal in value to the amount, if any, by which the fair market value of Common Stock (as determined on the date of the exercise) exceeds the exercise price. |
2. This represents the withholding of shares of Common Stock to satisfy tax withholding liability associated with the exercise of the SARs that was reported in this Form 4. |
3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $675.00 to $675.65, inclusive. The Reporting Person undertakes to provide to Cable One, Inc., any security holder of Cable One, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the shares sold at each separate price within the ranges set forth in this footnote, and in footnotes (4) to (7), inclusive to this Form 4. |
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $676.10 to $676.55, inclusive. |
5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $677.00 to $677.50, inclusive. |
6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $678.10 to $678.85, inclusive. |
7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $685.00 to $685.20, inclusive. |
8. The Reporting Person was granted 33,900 SARs on September 1, 2015. The SARs generally vest and become exercisable as to 25% of the number of underlying shares covered by the grant on each of the first four anniversaries of the date of grant, subject to the Reporting Person's continued employment with Cable One, Inc. through each such date. |
Remarks: |
Exhibit 24.1 - Power of Attorney |
/s/ Matthew E. Stoloff for Thomas O. Might | 12/19/2017 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |