Sec Form 4 Filing - Garner Curtis Lee JR @ OTELCO INC. - 2021-03-31

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Garner Curtis Lee JR 2. Issuer Name and Ticker or Trading Symbol OTELCO INC. [ OTEL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) 505 3RD AVENUE EAST 3. Date of Earliest Transaction (MM/DD/YY) 03/31/2021 (Street) ONEONTA, AL35121 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Class A common stock 03/31/2021 D( 1 ) 36,823 D $ 11.75 0 D Class A common stock 03/31/2021 D( 1 ) 164 D $ 11.75 0 I As UGMA custodian for granddaughter ( 2 ) Class A common stock 03/31/2021 D( 1 ) 164 D $ 11.75 0 I As UGMA custodian for granddaughter ( 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Employee Stock Option (right to buy) $ 9.22 03/31/2021 M 3,500 03/31/2021 03/31/2021 Class A common stock 3,500 ( 3 ) 0 D Restricted Stock Unit ( 4 ) 03/31/2021 M 5,607 03/31/2021 03/31/2021 Class A common stock 5,607 ( 5 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Garner Curtis Lee JR 505 3RD AVENUE EAST ONEONTA, AL35121 Chief Financial Officer Signatures /s/ Curtis L. Garner, Jr. 03/31/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Disposed of at the effective time (the "Effective Time") of the merger (the "Merger") pursuant to the Agreement and Plan of Merger dated as of July 26, 2020 (the "Merger Agreement"), by and among Otelco Inc., a Delaware corporation (the "Company"), Future Fiber FinCo, LLC, a Delaware limited liability company (f/k/a Future Fiber FinCo, Inc.) ("Parent"), and Olympus Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent. ( 2 )These securities are held by Uniform Gifts to Minors Act accounts for the benefit of the reporting person's granddaughters. The reporting person is custodian of such accounts. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these securities for Section 16 or for any other purpose. ( 3 )Pursuant to the Merger Agreement, each option to acquire the Company's Class A common stock (the "Company Option") outstanding as of immediately prior to the Effective Time, whether vested or unvested, was cancelled and converted into and became a right to receive an amount in cash, without interest, equal to (a) $11.75 (less the exercise price per share attributable to such Company Option) multiplied by (b) the total number of shares of Class A common stock issuable upon exercise in full of such Company Option (with Company Options whose exercise price was equal to or greater than $11.75 being cancelled for no consideration). ( 4 )Each restricted stock unit ("RSU") represents a right to receive one share of Otelco Inc. Class A Common Stock. ( 5 )Pursuant to the Merger Agreement, each RSU outstanding as of immediately prior to the Effective Time, whether vested or unvested, was cancelled and converted into and became a right to receive an amount in cash, without interest, equal to (a) $11.75 multiplied by (b) the total number of shares of Class A common stock subject to such RSU.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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