0001144204-16-081777.txt : 20160216 0001144204-16-081777.hdr.sgml : 20160215 20160212185207 ACCESSION NUMBER: 0001144204-16-081777 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160216 DATE AS OF CHANGE: 20160212 GROUP MEMBERS: ARISTIDES FUND LP GROUP MEMBERS: ARISTIDES FUND QP, LP GROUP MEMBERS: CHRISTOPHER M. BROWN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OTELCO INC. CENTRAL INDEX KEY: 0001288359 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 522128395 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80476 FILM NUMBER: 161421865 BUSINESS ADDRESS: STREET 1: 505 THIRD AVE E CITY: ONEONTA STATE: AL ZIP: 35121 BUSINESS PHONE: 205-625-3574 MAIL ADDRESS: STREET 1: 505 THIRD AVE E CITY: ONEONTA STATE: AL ZIP: 35121 FORMER COMPANY: FORMER CONFORMED NAME: RURAL LEC ACQUISITION LLC DATE OF NAME CHANGE: 20040423 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Aristides Capital LLC CENTRAL INDEX KEY: 0001595521 IRS NUMBER: 262056777 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 25 SOUTH HURON, SUITE 2A CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 419-214-0412 MAIL ADDRESS: STREET 1: 25 SOUTH HURON, SUITE 2A CITY: TOLEDO STATE: OH ZIP: 43604 SC 13G/A 1 v431451_sc13ga.htm SC 13G/A

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

(Amendment No.  2  ) *

 

Otelco Inc.

 

(Name of Issuer)

 

Class A Common Stock, $0.01 par value per share

 

(Title of Class of Securities)

 

688823301

 

(CUSIP Number)

 

December 31, 2015

 

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨Rule 13d-1(b)

 

xRule 13d-1(c)

 

¨Rule 13d-1(d)

 

* 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 the disclosures provided in a prior cover page.

 

The information required in 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).

 

   

 

 

CUSIP No. 688823301 13G Page 2 of 8

 

   
1. Names of Reporting Persons.            Christopher M. Brown
  I.R.S. Identification Nos. of above persons (entities only).
   
   
2. Check the Appropriate Box if a Member of a Group (See Instructions)
   
  (a) x
   
  (b) ¨
   
3. SEC Use Only
   
4. Citizenship or Place of Organization      United States
   

Number of 5. Sole Voting Power 166,246
Shares Bene-      
ficially owned 6. Shared Voting Power 0
by Each    
Reporting 7. Sole Dispositive Power 166,246
Person With:      
  8. Shared Dispositive Power 0
       

9. Aggregate Amount Beneficially Owned by Each Reporting Person          166,246
   
10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨

   
11. Percent of Class Represented by Amount in Row (9)             5.5%
 
12. Type of Reporting Person (See Instructions)       IN

 

   

 

 

CUSIP No. 688823301 13G Page 3 of 8

 

   
1. Names of Reporting Persons.            Aristides Capital LLC
  I.R.S. Identification Nos. of above persons (entities only).
   
   
2. Check the Appropriate Box if a Member of a Group (See Instructions)
   
  (a) x
   
  (b) ¨
   
3. SEC Use Only
   
4. Citizenship or Place of Organization     Delaware
   

Number of 5. Sole Voting Power 166,246
Shares Bene-      
ficially owned 6. Shared Voting Power 0
by Each      
Reporting 7. Sole Dispositive Power 166,246
Person With:      
  8. Shared Dispositive Power 0
       

9. Aggregate Amount Beneficially Owned by Each Reporting Person           166,246
   
10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨

   
11. Percent of Class Represented by Amount in Row (9)           5.5%
 
12. Type of Reporting Person (See Instructions) OO

 

   

 

 

CUSIP No. 688823301 13G Page 4 of 8

 

1. Names of Reporting Persons.            Aristides Fund QP, LP
  I.R.S. Identification Nos. of above persons (entities only).
   
   
2. Check the Appropriate Box if a Member of a Group (See Instructions)
   
  (a) x
   
  (b) ¨
   
3. SEC Use Only
   
4. Citizenship or Place of Organization            Delaware
   

Number of 5. Sole Voting Power 28,114
Shares Bene-      
ficially owned 6. Shared Voting Power 0
by Each      
Reporting 7. Sole Dispositive Power 28,114
Person With:      
  8. Shared Dispositive Power 0
       

9. Aggregate Amount Beneficially Owned by Each Reporting Person         28,114
   
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   ¨
   
11. Percent of Class Represented by Amount in Row (9)           0.9%
   
12. Type of Reporting Person (See Instructions) PN

 

 

 

 

CUSIP No. 688823301 13G Page 5 of 8

 

1. Names of Reporting Persons.           Aristides Fund LP
  I.R.S. Identification Nos. of above persons (entities only).
   
   
2. Check the Appropriate Box if a Member of a Group (See Instructions)
   
  (a) x
   
  (b) ¨
   
3. SEC Use Only
   
4. Citizenship or Place of Organization        Delaware
   

Number of 5. Sole Voting Power 138,132
Shares Bene-      
ficially owned 6. Shared Voting Power 0
by Each      
Reporting 7. Sole Dispositive Power 138,132
Person With:      
  8. Shared Dispositive Power 0
       

9. Aggregate Amount Beneficially Owned by Each Reporting Person           138,132
   
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)           ¨
   
11. Percent of Class Represented by Amount in Row (9)            4.6%
   
12. Type of Reporting Person (See Instructions) PN

 

 

 

 

CUSIP No. 688823301 13G Page 6 of 8

 

Item 1.

(a)The name of the issuer is Otelco Inc. (the “Issuer”).

 

(b)The principal executive office of the Issuer is located at 505 Third Avenue East, Oneonta, AL 35121

 

Item 2.

(a)This statement (this “Statement”) is being filed by: (1) Christopher M. Brown; (2) Aristides Capital LLC, a Delaware limited liability company (the “General Partner”); (3) Aristides Fund QP, LP, a Delaware limited partnership (the “3C7 Fund”); and (4) Aristides Fund LP, a Delaware limited partnership (the “3C1 Fund”, and together with the 3C7 Fund, the “Funds”) (all of the foregoing, collectively, the “Filers”). The Funds are private investment vehicles. The Funds directly own the Common Stock (as defined below) reported in this Statement. Mr. Brown and the General Partner may be deemed to beneficially own the Common Stock owned directly by the Funds. Each Filer disclaims beneficial ownership with respect to any shares other than the shares owned directly by such Filer.

 

(b)The principal business office of the Filers is 3499 Brookside Road, Ottawa Hills, Ohio 43606.

 

(c)For citizenship information, see Item 4 of the cover sheet of each Filer.

 

(d)This Statement relates to the Class A Common Stock, $0.01 par value, of the Issuer (the “Common Stock”).

 

(e)The CUSIP Number of the Preferred Stock of the Issuer is 688823301.

 

Item 3. If this statement is filed pursuant to 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
(a) ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
     
(b) ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
     
(c) ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
     
(d) ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
     
(e) ¨ An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);
     
(f) ¨ An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F);
     
(g) ¨ A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G);
     
(h) ¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
     
(i) ¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
     
(j) ¨ Group, in accordance with 240.13d-1(b)(1)(ii)(J);

 

Item 4.Ownership.

 

See Items 5-9 and 11 on the cover page for each Filer, and Item 2, for holdings as of end of business on December 31, 2015 and the date of filing of this Statement. The percentage ownership of each Filer is based on 3,006,526 shares of Common Stock outstanding as of November 16, 2015, as announced by the Issuer in its Form 10-Q filed on the same date.

 

Item 5.Ownership of Five Percent or Less of a Class

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.

 

Item 6.Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable.

 

Item 7.Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

 

Not applicable.

 

 

 

 

CUSIP No. 688823301 13G Page 7 of 8

 

Item 8.Identification and Classification of Members of the Group

 

See Exhibit 1.

 

Item 9.Notice of Dissolution of Group

 

Not applicable.

 

Item 10.Certification

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

 

 

CUSIP No. 688823301 13G Page 8 of 8

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 12, 2016

 

Christopher M. Brown  
Aristides Capital LLC  
Aristides Fund QP, LP  
Aristides Fund LP  
     
By: /s/ Christopher M. Brown  
Christopher M. Brown, for himself and as the Managing Member of the General Partner (for itself and on behalf of each of the Funds)