UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)
OTELCO INC.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
688823202
(CUSIP Number)
December 31, 2016
(Date of Event Which Required Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 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 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).
CUSIP No. 688823202
| (1) | Names of reporting persons
IRA SOCHET | |||||
| (2) | Check the appropriate box if a member of a group (see instructions)
(a) ☐ (b) ☐ | |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
United States | |||||
| Number of shares beneficially owned by each reporting person with: |
(5) | Sole voting power
406,223(1) | ||||
| (6) | Shared voting power
0 | |||||
| (7) | Sole dispositive power
406,223(1) | |||||
| (8) | Shared dispositive power
0 | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
406,223(1) | |||||
| (10) | Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
☐ | |||||
| (11) | Percent of class represented by amount in Row (9)
12.4% | |||||
| (12) | Type of reporting person (see instructions)
IN | |||||
| (1) | Consists of 377,296 shares of Class A Common Stock held by Ira Sochet Trust and in the Reporting Person’s ROTH IRA, over which the Reporting Person has sole voting and dispositive control. Also includes 28,927 shares of Class A Common Stock held by the David Sochet Irrevocable Trust, for which the Reporting Person is one of the trustees. |
Page 2 of 5 Pages
| Item 1(a). | Name of Issuer | |
| Otelco Inc. | ||
| Item 1(b). | Address of Issuer’s Principal Executive Offices | |
| 505 Third Avenue East | ||
| Oneonta, Alabama 35121 | ||
| Item 2. | Name of Person Filing | |
| Ira Sochet | ||
| Item 2(b). | Address of Principal Business Office or, if None, Residence | |
| The address of the Reporting Person’s principal business office is 121 14th Street, Belleair Beach, Florida 33786. | ||
| Item 2(c). | Citizenship | |
| United States. | ||
| Item 2(d). | Title of Class of Securities | |
| Class A Common Stock. | ||
| Item 2(e). | CUSIP No. | |
| 688823202. | ||
| 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: | |
| Not applicable. | ||
| Item 4. | Ownership | |
| The percentage of shares of the Issuer’s Class A Common Stock as reported in this Amendment No. 2 to Schedule 13G/A is based upon 3,283,177 shares of the Issuer’s common stock outstanding on November 7, 2016, as reported in the Issuer’s Quarterly Report on Form 10-Q/A for the quarter ended September 30, 2016. | ||
Page 3 of 5 Pages
| Item 4(a). | Amount Beneficially Owned: | |
| As of the date hereof, the Reporting Person may be deemed to be the beneficial owner of 406,223 shares of Class A Common Stock. The shares of Class A Common Stock beneficially owned by the Reporting Person includes an aggregate of 377,296 shares of Class A Common Stock held by Ira Sochet Trust and in the Reporting Person’s ROTH IRA, over which the Reporting Person has sole voting and dispositive control. Also includes 28,927 shares of Class A Common Stock held by the David Sochet Irrevocable Trust, for which the Reporting Person is one of the trustees. | ||
| Item 4(b). | Percent of Class: 12.4%. | |
| Item 4(c). | Number of Shares as to Which the Reporting Person has: | |
| (i) | Sole power to vote or to direct the vote | 406,223 | ||||
| (ii) | Shared power to vote or to direct the vote | 0 | ||||
| (iii) | Sole power to dispose or to direct the disposition of | 406,223 | ||||
| (iv) | Shared power to dispose or to direct the disposition of | 0 |
| Item 5. | Ownership of 5 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 5 percent of the class of securities, check the following ☐. | |
| Item 6. | Ownership of More than 5 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 or Control Person | |
| Not applicable. | ||
| Item 8. | Identification and Classification of Members of the Group | |
| Not applicable. | ||
| Item 9. | Notice of Dissolution of Group | |
| Not applicable. | ||
| Item 10. | Certifications | |
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, other than activities solely in connection with a nomination under §240.14a-11.
Page 4 of 5 Pages
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.
| March 3, 2017 | /s/ Ira Sochet |
|||||
| Ira Sochet |
Page 5 of 5 Pages