SEC FORM 4

SEC FORM 4 SEC Form 4

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

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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^*

Boles Jerry C

(Last)

(First)

(Middle)

505 3RD AVENUE EAST

(Street)

ONEONTA

35121

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
OTELCO INC. [ OTEL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP and Controller

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$9.22	03/31/2021		M⁽¹⁾			250	03/31/2021	03/31/2021	Class A common stock	250	⁽²⁾	0	D
Restricted Stock Unit	⁽³⁾	03/31/2021		M⁽¹⁾			1,339	03/31/2021	03/31/2021	Class A common stock	1,339	⁽⁴⁾	0	D

Explanation of Responses:

1. Converted pursuant to the Agreement and Plan of Merger dated as of July 26, 2020 (the "Merger Agreement"), by and among Otelco Inc., a Delaware corporation (the "Company"), Future Fiber FinCo, LLC, a Delaware limited liability company (f/k/a Future Fiber FinCo, Inc.) ("Parent"), and Olympus Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent.

2. Pursuant to the Merger Agreement, each option to acquire the Company's Class A common stock (the "Company Option") outstanding as of immediately prior to the effective time of the merger (the "Effective Time"), whether vested or unvested, was cancelled and converted into and became a right to receive an amount in cash, without interest, equal to (a) $11.75 (less the exercise price per share attributable to such Company Option) multiplied by (b) the total number of shares of Class A common stock issuable upon exercise in full of such Company Option (with Company Options whose exercise price was equal to or greater than $11.75 being cancelled for no consideration).

3. Each restricted stock unit ("RSU") represents a right to receive one share of Otelco Inc. Class A Common Stock.

4. Pursuant to the Merger Agreement, each RSU outstanding as of immediately prior to the Effective Time, whether vested or unvested, was cancelled and converted into and became a right to receive an amount in cash, without interest, equal to (a) $11.75 multiplied by (b) the total number of shares of Class A common stock subject to such RSU.

	/s/ Curtis L. Garner, Jr., Attorney-in-Fact	03/31/2021
	** 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).
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