Statement of Changes in Beneficial Ownership (4)
August 13 2020 - 7:54PM
Edgar (US Regulatory)
FORM 4
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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
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1. Name and Address of Reporting Person
*
Lardy Eric Michael |
2. Issuer Name and Ticker or Trading Symbol
Cable One, Inc.
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CABO
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP, Operations & Integration |
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(Last)
(First)
(Middle)
C/O CABLE ONE, INC., 210 E. EARLL DRIVE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/11/2020 |
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(Street)
PHOENIX, AZ 85012
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock, par value $0.01 | 8/11/2020 | | M | | 387 | A | $422.31 | 2081 | D | |
| Common Stock, par value $0.01 | 8/11/2020 | | D | | 86 (1) | D | $1909.84 | 1995 | D | |
| Common Stock, par value $0.01 | 8/11/2020 | | S | | 301 | D | $1920 | 1694 | D | |
| Common Stock, par value $0.01 | 8/11/2020 | | S | | 571 | D | $1919 | 1123 | D | |
| Common Stock, par value $0.01 | 8/12/2020 | | M | | 1774 | A | $422.31 | 2897 | D | |
| Common Stock, par value $0.01 | 8/12/2020 | | D | | 402 (2) | D | $1866 | 2495 | D | |
| Common Stock, par value $0.01 | 8/12/2020 | | S | | 1271 | D | $1900.021 (3) | 1224 | D | |
| Common Stock, par value $0.01 | 8/12/2020 | | S | | 101 | D | $1902.5990 (4) | 1123 | D | |
| Common Stock, par value $0.01 | 8/13/2020 | | M | | 139 | A | $422.31 | 1262 | D | |
| Common Stock, par value $0.01 | 8/13/2020 | | D | | 32 (5) | D | $1865.09 | 1230 | D | |
| Common Stock, par value $0.01 | 8/13/2020 | | S | | 106 | D | $1880.03 (6) | 1124 | D | |
| Common Stock, par value $0.01 | 8/13/2020 | | S | | 1 | D | $1882.15 | 1123 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. 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 Date | 7. 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) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Stock Appreciation Rights | $422.31 | 8/11/2020 | | M | | | 387 | (7) | 9/1/2025 | Common Stock, par value $0.01 | 387 | $0 | 3063 | D | |
| Stock Appreciation Rights | $422.31 | 8/12/2020 | | M | | | 1774 | (7) | 9/1/2025 | Common Stock, par value $0.01 | 1774 | $0 | 1289 | D | |
| Stock Appreciation Rights | $422.31 | 8/13/2020 | | M | | | 139 | (7) | 9/1/2025 | Common Stock, par value $0.01 | 139 | $0 | 1150 | D | |
| Explanation of Responses: |
| (1) | This represents the difference between the number of stock appreciation rights (SARs) exercised (387) and the number of shares issued as a result of the exercise (301). Each SAR represents the right, upon exercise, to receive a number of shares of Common Stock equal in value to the amount, if any, by which the fair market value of Common Stock (as determined on the date of the exercise) exceeds the exercise price. |
| (2) | This represents the difference between the number of SARs exercised (1,774) and the number of shares issued as a result of the exercise (1,372). Each SAR represents the right, upon exercise, to receive a number of shares of Common Stock equal in value to the amount, if any, by which the fair market value of Common Stock (as determined on the date of the exercise) exceeds the exercise price. |
| (3) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,900.00 to $1,900.31, inclusive. The Reporting Person undertakes to provide to Cable One, Inc., any security holder of Cable One, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the shares sold at each separate price within the range set forth in this footnote and in footnotes (4) and (6) to this Form 4. |
| (4) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,902.53 to $1,902.60, inclusive. |
| (5) | This represents the difference between the number of SARs exercised (139) and the number of shares issued as a result of the exercise (107). Each SAR represents the right, upon exercise, to receive a number of shares of Common Stock equal in value to the amount, if any, by which the fair market value of Common Stock (as determined on the date of the exercise) exceeds the exercise price. |
| (6) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,880.00 to $1,880.33, inclusive. |
| (7) | The Reporting Person was granted 4,600 SARs on September 1, 2015. The SARs vested and became exercisable as to 25% of the number of underlying shares covered by the grant on each of the first four anniversaries of the date of grant. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Lardy Eric Michael
C/O CABLE ONE, INC.
210 E. EARLL DRIVE
PHOENIX, AZ 85012 |
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| SVP, Operations & Integration |
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Signatures
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| /s/ Peter N. Witty for Eric Michael Lardy | | 8/13/2020 |
| **Signature of Reporting Person | Date |
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