Filing Details
- Accession Number:
- 0001654954-18-013801
- Form Type:
- 13D Filing
- Publication Date:
- 2018-12-11 12:59:24
- Filed By:
- Sochet Ira
- Company:
- Otelco Inc. (NASDAQ:OTEL)
- Filing Date:
- 2018-12-11
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Ira Sochet | 970,518 | 0 | 970,518 | 0 | 970,518 | 28.6% |
Filing
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D
Under the Securities Exchange Act of
1934
(Amendment No. 3)
OTELCO,
INC.
(Name of
Issuer)
Class A Common
Stock
(Title of Class of
Securities)
688823202
(CUSIP
Number)
Ira
Sochet
121 14th
Street
Belleaire Beach,
Florida 33786
(305) 490-3716
(Name, Address and
Telephone Number of Person Authorized to Receive Notices and
Communications)
Copy
to:
Disclosure Law Group
655 West
Broadway
Suite 870
San Diego, CA
92101
(619) 272-7050
December 6, 2018
(Date of Event
Which Required Filing of this Statement)
If the filing
person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and
is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or
13d-1(g), check the following box ☑.
Note: Schedules filed in paper format
shall include a signed original and five copies of the schedule,
including all exhibits. See §240.13d-7 for other parties to
whom copies are to be sent.
* The
remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The information
required on the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise
subject to the liabilities of that section of the Act but shall be
subject to all other provisions of the Act (however, see the
Notes).
| | | |
| | | | | | | |
2.
Check the
Appropriate Box if a Member of a Group.
(a) ☐
(b) ☐
4.
Source of
Funds
PF,
WC.
6.
Citizenship or
Place of Organization
United
States.
8.
Shared Voting
Power
0
10.
Shared Dispositive
Power
0
12.
Check if the
Aggregate Amount in Row (11) Excludes Certain
Shares .
14.
Type of Reporting
Person
IN.
CUSIP
No. 68882302
This amendment to
Schedule 13D (the “Amendment”) is filed as the third
amendment to the Statement on Schedule 13D, dated December 1,
2017 (the “Schedule
13D”), as amended on May 1, 2018 and October 30, 2018,
filed on behalf of Ira Sochet relating to the Class A Common
Stock of Otelco, Inc., a Delaware corporation. This Amendment
reflects material changes in the Schedule 13D, such material
changes being more fully reflected in Item 5
below.
(a)
This Amendment is
being filed by Ira Sochet (the “Reporting Person”).
(b)
The business
address of the Reporting Person is 121 14th Street, Belleaire
Beach, Florida 33786.
(c)
The Reporting
Person is the President and sole shareholder of Sochet &
Company, Inc., a registered investment advisor, located at 121
14th
Street, Belleaire Beach, Florida 33786.
(d)
The Reporting
Person has not been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) in the last 5
years.
(e)
During the last 5
years, the Reporting Person has not been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, Federal or
state securities laws or finding any violation with respect to such
laws.
(f)
The Reporting
Person is a citizen of the United States of America.
The
Reporting Persons used an aggregate of approximately $1,010,815 to
purchase the additional Securities reported as beneficially owned
in Item 5 since the filing of the Reporting Person’s last
Schedule 13D amendment. The sources of the
funds for acquiring the foregoing shares of Class A Common
Stock were the Reporting Person’s personal funds and working
capital of Sochet & Company, Inc.
The shares of
Class A Common Stock owned by the Reporting Person were
acquired for investment purposes. The Reporting Person currently
holds such shares for investment purposes, subject to the
following.
The Reporting
Person intends to review on a continuing basis his investment in
the Issuer. As a result of the Reporting Person’s continuous
review and evaluation of the business and financial condition of
the Issuer, the Reporting Person may communicate with the board of
directors of the Issuer, members of management and/or other
security holders from time to time with respect to operational,
strategic, financial or governance matters or otherwise work with
management and the board of directors with a view to maximizing
security holder value. The Reporting Person may also seek to sell
or otherwise dispose of some or all of the Issuer’s
securities from time to time, and/or may seek to acquire additional
securities of the Issuer (which may include rights or securities
exercisable or convertible into securities of the Issuer) from time
to time, in each case, in open market or private transactions,
block sales or otherwise. Any transaction that the Reporting Person
may pursue may be made at any time and from time to time without
prior notice and will depend on a variety of factors, including,
without limitation, the price and availability of the
Issuer’s securities, subsequent developments affecting the
Issuer, the Issuer’s business and the Issuer’s
prospects, other investment and business opportunities available to
the Reporting Person, general industry and economic conditions, the
securities markets in general, tax considerations and other factors
deemed relevant by the Reporting Person.
Except as described
in this Item 4 of Schedule 13D, the Reporting Person does not have
any present plans or proposals that relate to or would result in
any of the actions described in subparagraphs (a) through (j)
of Item 4 of Schedule 13D. The Reporting Person, at any time and
from time to time, may review, reconsider and change his position
and/or change his purpose and/or develop such plans and may seek to
influence management or the board of directors of the Issuer with
respect to the business and affairs of the Issuer, and may from
time to time consider pursuing or proposing any such
transactionsand, in connection
therewith, may discuss, evaluate and/or pursue any such
transactions with advisors, the Issuer or other
persons.
(a)
As of the close of
business on December 6, 2018, the Reporting Person may be deemed to
be the beneficial owner of 970,518 shares of Class A Common
Stock, which represents approximately 28.6% of the Issuer's
oustanding shares of Class A Common Stock. The shares of
Class A Common Stock beneficially owned by the Reporting
Person includes shares held in an IRA account and shares held by
Ira Sochet Trust, over which the Reporting Person has voting and
dispositive control, and shares held by Sochet & Company,
Inc., an entity owned and controlled by the Reporting
Person.
Each percentage ownership of shares set forth in this
Statement is based on the 3,388,624 shares of Class A Common Stock
reported by the Issuer as outstanding on November 6, 2018 in its
Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission with respect to its quarter ended September 30,
2018.
(b)
The Reporting
Person has the sole power to vote or direct the vote, and the sole
power to dispose or to direct the disposition of, all the shares of
Class A Common Stock beneficially owned by him.
(c)
The following table
sets forth all transactions in Class A Common Stock effected
by the Reporting Person since the filing of the Reporting
Person’s last Schedule 13D amendment. All transactions were
open market transactions effected through brokers.
| Date | Number
of Shares purchased | Approximate Price
per Share | Beneficial Owner |
| November
27, 2018 | 7,541 | $16.01 | As
trustee of Ira Sochet
Trust |
| November
28, 2018 | 3,451 | $16.05 | As
trustee of Ira Sochet
Trust |
| December
3, 2018 | 1,951 | $16.05 | By Roth
IRA |
| December
3, 2018 | 9,800 | $15.95 | As
trustee of Ira Sochet
Trust |
| December
4, 2018 | 1,000 | $16.00 | As trustee of Ira Sochet
Trust |
| December
6, 2018 | 39,442 | $16.00 | As
trustee of Ira Sochet Trust |
(d) Not
applicable.
(e) Not
applicable.
SIGNATURE
After reasonable
inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
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Ira
Sochet