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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

WILKIN NEIL D JR
2. Issuer Name and Ticker or Trading Symbol

OPTICAL CABLE CORP [ OCC ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    __X__ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chairman, President and CEO
(Last)          (First)          (Middle)

5290 CONCOURSE DRIVE
3. Date of Earliest Transaction (MM/DD/YYYY)

1/31/2020
(Street)

ROANOKE, VA 24019
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 1/31/2020  F  658 (1)D$3.46 916004 D  
Common Stock         22595 I By Wilkin Capital Fund I, LLC (2)
Common Stock         315 I By Daughter #1 (3)
Common Stock         315 I By Daughter #2 (3)
Common Stock         115 I By Daughter #3 (3)
Common Stock         315 I By Son 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) The transaction is a result of the partial forfeiture by Executive of unvested restricted shares granted on April 1, 2014 pursuant to the terms of the restricted share award, whereby a portion of the restricted shares did not vest (and were forfeited) as a result of the Company not meeting certain operating performance-based objectives during certain vesting periods since the date of grant.
(2) The shares are held by Wilkin Capital Fund I, LLC for the benefit of Neil D. Wilkin, Jr.
(3) The reporting person disclaims beneficial ownership of all securities held by his children, and this report should not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
WILKIN NEIL D JR
5290 CONCOURSE DRIVE
ROANOKE, VA 24019
XXChairman, President and CEO

Signatures
/s/ Neil D. Wilkin, Jr.2/3/2020
**Signature of Reporting PersonDate

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