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1.
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Name of reporting persons
Ira Sochet
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2.
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Check the appropriate box if a
member of a group
(a)
¨
(b)
¨
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3.
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SEC use only
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4.
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Source of funds
PF, WC
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5.
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Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e)
¨
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6.
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Citizenship or place of
organization
United States
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Number of
shares
beneficially
owned by
each
reporting
person
with
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7.
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Sole voting power
1,257,347
(1)
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8.
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Shared voting power
0
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9.
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Sole dispositive power
1,257,347
(1)
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10.
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Shared dispositive power
0
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11.
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Aggregate amount beneficially owned by each reporting person
1,257,347
(1)
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12.
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Check if the aggregate amount in
Row (11) excludes certain shares.
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13.
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Percent of class represented by
amount in Row (11)
9.5%
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14.
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Type of reporting
person
IN
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(1)
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Consists of shares of common stock held in an IRA account and by Ira Sochet Trust, over which Mr. Sochet has sole voting and dispositive control, and
shares of common stock held by Sochet & Company, Inc., an entity owned and controlled by Mr. Sochet. Also includes 56,179 shares of common stock held by Sheryl Savar, the wife of Mr. Sochet and an aggregate of 25,831 shares held by various other
family members. Mr. Sochet holds sole power to vote and dispose of such shares.
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CUSIP No. 68882302
This Statement on Schedule 13D (this Schedule 13D) is filed on behalf of the Reporting Person (as defined in Item 2 below) relating to the common stock of Otelco, Inc., a Delaware
corporation.
Item 1.
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Security and Issuer
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This Schedule 13D relates to the common stock, par value $0.01 per share (the Common Stock), of Otelco, Inc., a Delaware corporation (the Issuer). The Issuers principal
executive offices are located at 505 Third Avenue East, Oneonta, Alabama 35121.
Item 2.
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Identity and Background
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(a) This Schedule 13D is being filed by Ira Sochet (the Reporting Person).
(b) The business address of the Reporting Person is 135 Palm Avenue, Miami Beach, Florida 33139.
(c) The Reporting Person is the President and sole shareholder of Sochet & Company, Inc., a registered investment advisor, located at 135 Palm Avenue, Miami Beach, Florida 33139.
(d) The Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) in the
last 5 years.
(e) During the last 5 years, the Reporting Person has not been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities
laws or finding any violation with respect to such laws.
(f) The Reporting Person is a citizen of the United States of
America.
Item 3.
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Source and Amount of Funds or Other Consideration
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The aggregate purchase price of the Common Stock beneficially owned by the Reporting Person was approximately $8,612,820.00. The source of funds for acquiring the foregoing shares of Common Stock was the
Reporting Persons personal funds and working capital of Sochet & Company, Inc.
Item 4.
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Purpose of Transaction
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The
shares of Common Stock owned by the Reporting Person were acquired for investment purposes. The Reporting Person currently holds such shares for investment purposes, subject to the following.
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In connection with the Issuers previous announcement that it is seeking the support of the holders of
its senior subordinated notes for a proposed restructuring plan, including a pre-packaged chapter 11 bankruptcy filing, the Reporting Person has engaged in preliminary discussions with the Issuer and its representatives regarding
potential transactions that may be deemed to have the purpose or effect of changing or influencing control of the Issuer, or that may be in connection with or relating to the Reporting Person as a participant in any transaction having that purpose
or effect, including activities which may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
The Reporting Person intends to review on a continuing basis his investment in the Issuer. As a result of the Reporting Persons continuous review
and evaluation of the business and financial condition of the Issuer, the Reporting Person may communicate with the board of directors of the Issuer, members of management and/or other security holders from time to time with respect to operational,
strategic, financial or governance matters or otherwise work with management and the board of directors with a view to maximizing security holder value. The Reporting Person may submit a reorganization plan competing with the plan the Issuer
proposes to file. The Reporting Person may also seek to sell or otherwise dispose of some or all of the Issuers securities from time to time, and/or may seek to acquire additional securities of the Issuer (which may include rights or
securities exercisable or convertible into securities of the Issuer) from time to time, in each case, in open market or private transactions, block sales or otherwise. Any transaction that the Reporting Person may pursue may be made at any time and
from time to time without prior notice and will depend on a variety of factors, including, without limitation, the price and availability of the Issuers securities, subsequent developments affecting the Issuer, the Issuers business and
the Issuers prospects, other investment and business opportunities available to the Reporting Person, general industry and economic conditions, the securities markets in general, tax considerations and other factors deemed relevant by the
Reporting Person.
Except as described in this Item 4 of Schedule 13D, the Reporting Person does not have any present plans or proposals
that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Person, at any time and from time to time, may review, reconsider and change his position and/or
change his purpose and/or develop such plans and may seek to influence management or the board of directors of the Issuer with respect to the business and affairs of the Issuer, and may from time to time consider pursuing or proposing any such
transactions and, in connection therewith, may discuss, evaluate and/or pursue any such transactions with advisors, the Issuer or other persons.
Item 5.
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Interest in Securities of the Issuer
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(a) As of the date of this Schedule 13D, the Reporting Person may be deemed to be the beneficial owner of 1,257,347 shares of Common Stock. The shares of Common Stock beneficially owned by the Reporting
Person includes shares held in an IRA account and shares held by Ira Sochet Trust, over which the Reporting Person has voting and dispositive control, and shares held by Sochet & Company, Inc., an entity owned and controlled by the
Reporting Person. Also includes 56,179 shares of Common Stock held by Sheryl Savar, the wife of the Reporting Person and an aggregate of 25,831 shares held by various other family members.
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(b) The Reporting Person has the sole power to vote or direct the vote, and the sole power
to dispose or to direct the disposition of, all the shares of Common Stock beneficially owned by him.
(c) The following table
sets forth all transactions in Common Stock effected by the Reporting Person since January 11, 2013. All of such transactions were open market transactions effected through brokers.
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Date
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Number of
Shares Purchased
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Number of
Shares Sold
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Approximate
Price Per Share
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02/01/2013
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400
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$
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1.90
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02/11/2013
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4,034
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$
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1.50
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(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
The Reporting Person does not have any contract, arrangement, understanding or relationship
(legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or voting of any securities of the Issuer,
finders fees, joint ventures, loan or option arrangements, puts or calls, guaranties of profits, division of profits or loss or the giving or withholding of proxies.
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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.
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March 13, 2013
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/s/ Ira Sochet
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Ira Sochet
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