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^*

DOBSON STEPHEN T

(Last)

(First)

(Middle)

14101 WIRELESS WAY

(Street)

OKLAHOMA CITY

73134

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DOBSON COMMUNICATIONS CORP [ DCEL ]

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Secretary

3. Date of Earliest Transaction (Month/Day/Year)
11/15/2007

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)
Class A Common Stock	11/15/2007		U		318,194	D	$13	0	I	By Dobson CC Limited Partnership⁽²⁾
Class A Common Stock	11/15/2007		U		769,231	D	$13	0	I	By Dobson Family Foundation⁽³⁾
Class B Common Stock	11/15/2007		U⁽¹⁾		19,418,021	D	$13	0	I	By Dobson CC Limited Partnership⁽²⁾

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)	$2.299	11/15/2007		D			50,000	⁽⁴⁾	04/24/2012	Common Stock	50,000	⁽⁴⁾	0	D
Employee Stock Option (right to buy)	$3.49	11/15/2007		D			100,000	⁽⁴⁾	03/10/2014	Common Stock	100,000	⁽⁴⁾	0	D
Employee Stock Option (right to buy)	$7.45	11/15/2007		D			50,000	⁽⁴⁾	03/27/2016	Common Stock	50,000	⁽⁴⁾	0	D

Explanation of Responses:

1. Each share of Class B Common Stock was immediately converted into one share of Class A Common Stock upon their sale in the merger pursuant to the merger agreement between Dobson Communications Corporation, AT&T, Inc. and Alpine Merger Sub, Inc (the "Merger Agreement").

2. Stephen T. Dobson is one of two directors of RLD, Inc., the general partner of Dobson CC Limited Partnership. Stephen T. Dobson shares voting and investment power with respect to shares of Class A common stock and Class B common stock of Dobson Communications Corporation held by Dobson CC Limited Partnership, and may therefore be deemed to have a beneficial ownership interest (pecuniary) in the Class A common stock and Class B common stock held by Dobson CC Limited Partnership.

3. As Vice President of the Dobson Family Foundation, Stephen T. Dobson shares voting and investment power with respect to the shares held by the Dobson Family Foundation and may therefore be deemed to beneficially own the shares held by the Dobson Family Foundation.

4. This option was cancelled in connection with the Merger Agreement in exchange for a cash payment equal to the difference between the exercise price of the option and $13.00 multiplied by the number of shares subject to the option.

	STEPHEN T. DOBSON	11/15/2007
	** 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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