Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D
Under the Securities Exchange Act of
1934
(Amendment No. 11)
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
March 3,
2020
(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).
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CUSIP No. 68882302
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1.
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Name of Reporting
Persons
Ira
Sochet.
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2.
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Check the
Appropriate Box if a Member of a Group.
(a) ☐
(b) ☐
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3.
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SEC Use
Only .
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4.
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Source of
Funds
PF,
WC.
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5.
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Check if Disclosure
of Legal Proceedings is Required Pursuant to Items 2(d) or
2(e) .
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6.
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Citizenship or
Place of Organization
United
States.
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole Voting
Power
1,696,391
(1)
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8.
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Shared Voting
Power
0
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9.
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Sole Dispositive
Power
1,696,391
(1)
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10.
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Shared Dispositive
Power
0
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
1,696,391
(1)
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12.
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Check if the
Aggregate Amount in Row (11) Excludes Certain
Shares .
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13.
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Percent of Class
Represented by Amount in Row (11)
49.7%.
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14.
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Type of Reporting
Person
IN.
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(1)
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Consists of shares of
Class A Common Stock held in an IRA account and by Ira Sochet
Trust, over which Mr. Sochet has sole voting and dispositive
control, and shares of Class A Common Stock held by
Sochet & Company, Inc., an entity owned and controlled by
Mr. Sochet.
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CUSIP
No. 68882302
This amendment to
Schedule 13D (the “Amendment”) is filed as the
eleventh amendment to the Statement on Schedule 13D, dated
December 1, 2017 (the “Schedule 13D”), as amended on May
1, 2018, October 30, 2018, December 11, 2018,
December 21, 2018,
March 8, 2019, April 17, 2019, May 23, 2019, June 10, 2019, July
31, 2019, and August 28, 2019, 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.
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Item 1.
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Security and
Issuer.
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This Amendment
relates to the Class A Common Stock, par value $0.01 per share
(the “Class A Common
Stock”), of Otelco, Inc., a Delaware corporation (the
“Issuer”). The
Issuer’s principal executive offices are located at 505
Third Avenue East, Oneonta, Alabama 3512.
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Item 2.
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Identity and
Background.
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(a)
This Amendment is
being filed by Ira Sochet (the “Reporting Person”).
(b)
The business
address of the Reporting Person is 24 North Pine Circle, Belleair,
Florida 33756.
(c)
The Reporting
Person is the President and sole shareholder of Sochet &
Company, Inc., a registered investment advisor, located at
24
North Pine Circle, Belleair, Florida 33756 .
(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.
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Item 3.
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Source
and Amount of Funds or Other
Consideration.
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The
Reporting Persons used an aggregate of approximately $1,773,700 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.
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Item 4.
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Purpose of
Transaction.
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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.
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Item 5.
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Interest in Securities of the
Issuer.
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(a)
As of the close of
business on March 6, 2020, the Reporting Person may be deemed to be
the beneficial owner of 1,696,391 shares of Class A Commo
n
Stock, which represents approximately 49.7% of the Issuer's
oustanding shares of Class A Common Stock. The shares of
Class A Common Stock beneficially owned by the Reporting
Person include 186,866 shares held in an IRA account and 1,450,356
shares held by Ira Sochet Trust, over which the Reporting Person
has voting and dispositive control, and 59,169 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 3,410,936 shares of Class A Common Stock
reported by the Issuer as outstanding on November 5, 2019 in its
Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission with respect to its quarter ended September 30,
2019.
(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 within the last sixty days. All
transactions were open market transactions effected through
brokers.
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Date
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Number of
Shares Purchased |
Approximate
Price per Share |
Beneficial
Owner
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March 3rd,
2020
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18,282
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$9.26
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As trustee of Ira
Sochet Trust
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March 4th,
2020
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4,973
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$8.77
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As trustee of Ira
Sochet Trust
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March 5th, 2020
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8,450
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$8.20
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As trustee of Ira
Sochet Trust
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March 6th,
2020
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152,606
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$9.25
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As trustee of Ira
Sochet Trust
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(d)
Not
applicable.
(e)
Not
applicable.
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Item 6.
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Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the
Issuer.
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The Reporting
Person does not have any contract, arrangement, understanding or
relationship (legal or otherwise) with any person with respect to
any securities of the Issuer, including but not limited to, any
contract, arrangement, understanding or relationship concerning the
transfer or voting of any securities of the Issuer, finder’s
fees, joint ventures, loan or option arrangements, puts or calls,
guaranties of profits, division of profits or loss or the giving or
withholding of proxies.
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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March 6,
2020
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/s/ Ira Sochet
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Ira
Sochet
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