Sec Form 4 Filing - Tisdale Ed @ OTELCO INC. - 2017-03-09

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 Tisdale Ed 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) SVP & GM, New England (Last) (First) (Middle) P.O. BOX 258 3. Date of Earliest Transaction (MM/DD/YY) 03/09/2017 (Street) NEW GLOUCESTER, ME04260 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 03/13/2017 M 9,651 A 16,100 D Class A Common Stock 03/13/2017 F 3,638 D $ 6.25 12,462 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 Restricted Stock Units ( 1 ) 03/09/2017 A 10,085 ( 2 ) ( 2 ) Class A Common Stock 10,085 $ 0 10,085 D Restricted Stock Units ( 1 ) 03/13/2017 M 3,362 ( 2 ) ( 2 ) Class A Common Stock 3,362 $ 0 6,723 D Restricted Stock Units ( 1 ) 03/13/2017 M 3,810 ( 3 ) ( 3 ) Class A Common Stock 3,810 $ 0 3,810 D Restricted Stock Units ( 1 ) 03/13/2017 M 2,479 ( 4 ) ( 4 ) Class A Common Stock 2,479 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Tisdale Ed P.O. BOX 258 NEW GLOUCESTER, ME04260 SVP & GM, New England Signatures /s/ Curtis L. Garner, Jr., Attorney-in-Fact 03/13/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit ("RSU") represents a right to receive one share of Otelco Inc. Class A Common Stock. ( 2 )The RSUs vest in three installments: 3,362 RSUs vested on March 13, 2017; 3,362 RSUs vest on March 13, 2018; and 3,361 RSUs vest on March 12, 2019. ( 3 )The RSUs vest in three installments: 3,810 RSUs vested on March 14, 2016; 3,810 RSUs vested on March 13, 2017; and 3,810 RSUs vest on March 13, 2018. ( 4 )The RSUs vested in three installments: 2,478 RSUs vested on March 13, 2015; 2,478 RSUs vested on March 14, 2016; and 2,479 RSUs vested on March 13, 2017.

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

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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