Sec Form 4 Filing - Weaver Michael Dan @ OTELCO INC. - 2013-05-24

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 Weaver Michael Dan 2. Issuer Name and Ticker or Trading Symbol OTELCO INC. [ OTT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President & CEO (Last) (First) (Middle) 900D HAMMOND STREET 3. Date of Earliest Transaction (MM/DD/YY) 05/24/2013 (Street) BANGOR, ME04401 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 Common stock ( 1 ) ( 2 ) 05/24/2013 J( 1 )( 2 ) V 49,578 D 0 D Class A common stock ( 1 ) ( 2 ) 05/24/2013 J( 1 )( 2 ) V 9,916 A 9,916 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 (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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Weaver Michael Dan 900D HAMMOND STREET BANGOR, ME04401 X President & CEO Signatures /s/ Curtis L. Garner, Jr., Attorney-In-Fact 05/24/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On March 24, 2013, Otelco Inc. (the "Company") and each of its direct and indirect subsidiaries (together with the Company, the "Debtors") filed voluntary petitions for reorganization under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware in order to effectuate the Debtors' joint prepackaged plan of reorganization (the "Plan"). Prior to the effectiveness of the Plan, each share of the Company's common stock (the "Old Common Stock") was held as part of the Company's Income Deposit Securities ("IDSs"). Each IDS consisted of one share of Old Common Stock and one 13% senior subordinated note due 2019 with a $7.50 principal amount (a "Note"). ( 2 )On May 24, 2013, the Plan became effective, the outstanding shares of Old Common Stock were cancelled, the outstanding Notes, including the outstanding Notes constituting part of the IDSs, were cancelled and the holders of outstanding Notes, including Notes held through IDSs, received their pro rata share of the Company's new Class A common stock (the "New Common Stock"). This report is being filed to report the cancellation of the reporting person's Old Common Stock and the issuance of shares of New Common Stock to the reporting person. Each of the transactions reported on this report is exempt from the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), pursuant to Rule 16b-7 under the Exchange Act.

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