X0306 4 2012-10-21 0 0000104777 WARWICK VALLEY TELEPHONE CO WWVY 0001527990 Cuthbert David C/O WARWICK VALLEY TELEPHONE COMPANY 47 MAIN STREET WARWICK NY 10990 1 1 0 0 President and COO Common Shares 2012-10-21 4 X 0 25148 14.68 D 3705 D Put Option (Right to Sell) 14.68 2012-10-21 4 X 0 25148 0.00 D 2012-10-21 2012-12-20 Common Stock 25148 0 D Employee Stock Option (Right to Buy) 14.38 2022-02-24 Common Stock 18523 18523 D On 9/26/12, the issuer entered into an amendment (the "Amendment") to the Lock-Up and Put Agreement dated as of 10/21/11(the "Lock-Up Agreement") with Mr.Cuthbert. Pursuant to the terms of the Lock-Up Agreement, Mr.Cuthbert agreed to certain restrictions on his ability to sell his shares of the Issuer's common stock subject to the Lock-Up Agreement (the "Shares"). In addition, the Lock-Up Agreement gave Mr.Cuthbert the option to sell the Shares to the Issuer within a certain prescribed time period at a certain prescribed price (the "Put"). The Amendment increased the purchase price at which Mr.Cuthbert may sell the Shares to the Issuer to $14.68 from the greater of (i) the closing price of the Issuer's common stock on the date of exercise of the Put, or (ii) $11.74. In addition, the Amendment permited Mr.Cuthbert to exercise the Put for all of the Shares, not just half, from 10/21/12 to 12/20/12. Mr.Cuthbert elected to exercise the Put and to sell the shares to the issuer on 10/21/12. This option was previously reported by Mr. Cuthbert and is exercisable as follows: 6,175 shares on 2/24/13, 6,175 shares on 2/24/14 and 6,173 shares on 2/24/15 assuming Mr. Cuthbert's continuous employment with the Company. /s/David Cuthbert 2012-10-23