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^*

Gross Kenneth Wayne

(Last)

(First)

(Middle)

P.O. BOX 130

(Street)

ARAB

35016

(City)

(State)

(Zip)

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President, Operations

3. Date of Earliest Transaction (Month/Day/Year)
12/21/2004

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	12/21/2004		C		2,799	A	⁽¹⁾	2,799	D
Class A Common Stock	12/21/2004		S		1,015	D	$14.288⁽²⁾	1,784	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)
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)
Options	⁽³⁾	12/21/2004		J⁽⁴⁾			2,000	⁽⁵⁾	⁽⁵⁾	Income Deposit Securities	2,799	⁽³⁾	0	D
Options	⁽³⁾	12/21/2004		J⁽⁴⁾			2,000⁽⁶⁾	⁽⁵⁾	⁽⁵⁾	Class B Common Stock	175	⁽³⁾	0	D
Class B Common Stock	⁽⁷⁾	12/21/2004		C		175		⁽⁷⁾	⁽⁸⁾	Income Deposit Securities	175	⁽⁹⁾	175	D
Class B Common Stock	⁽⁷⁾	12/21/2004		S			175	⁽⁷⁾	⁽⁸⁾	Income Deposit Securities	175	⁽¹⁰⁾	0	D

Explanation of Responses:

1. The reported securities are included within 2,799 Income Deposit Securities ("IDSs"). Each IDS consists of one share of Class A common stock and one 13% senior subordinated note due 2019 with a $7.50 principal amount.

2. This is the sale price of the IDSs set forth in the repurchase agreement relating to the sale of the IDSs.

3. Exchange ratio of 1.39950 IDSs and 0.08750 shares of Class B common stock per option.

4. Pursuant to an option exchange agreement, the options were exchanged for IDSs and Class B common stock in connection with the issuer's conversion from a limited liability company to a corporation.

5. The options were exchanged for IDSs and Class B common stock on December 21, 2004, the closing date of the offering of the IDSs.

6. These represent the same 2,000 options disposed of as shown in the line above.

7. The Class B common stock will be exchangable for IDSs beginning on December 21, 2006, subject to the satisfaction of certain conditions, including a financial test set forth in an investor rights agreement.

8. None.

9. The Class B common stock will be exchangable for IDSs on a 1 for 1 basis, subject to adjustment.

10. The Class B common stock was repurchased by the issuer for $14.288 per share of Class B common stock.

	/s/ Michael D. Weaver, Attorney-in-Fact	12/21/2004
	** 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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