Attachment ATT 1

This document pretains to ITC-T/C-20190327-00097 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2019032700097_1640296

ATTACHMENT 1 Notification of Pro Forma Transfer of Control Pursuant to Section 214 of the Communications Act of 1934, as amended, (“the Act”), 47 U.S.C. § 214 and Section 3.24(f) of the Commission’s rules, 47 C.F.R. § 63.249f), NE Colorado Cellular, Inc. (“NE Colorado Cellular”) hereby notifies the Commission of the pro forma transfer of control as a result of corporate restructuring. As more fully explained in response to Question 13 below, the ultimate ownership or control of the international Section 214 authorization at issue has not changed, and is, therefore, pro forma in nature. This pro forma transfer of control occurred on March 27, 2019.1 Answer to Question 10 – Section 63.18(c)-(d): The contact information for both the transferor and transferee is as follows: Mike Felicissimo NE Colorado Cellular, Inc. 1224 Platte Avenue Fort Morgan, CO 80701 (970) 542-3605 Todd Slamowitz, Esq. Lukas, LaFuria, Gutierrez & Sachs, LLP 8300 Greensboro Drive, Suite 1200 Tysons, VA 22102 Phone: (703) 584-8673 Fax: (703) 584-8696 The transferee, Viaero Wireless Technologies, Inc. (“Viaero Wireless Technologies”), does not hold any international Section 214 authorization. Answer to Question 11 – Section 63.18(h): The following persons or entities directly or indirectly own at least 10% of NE Colorado Cellular (see attached chart for ownership structure): Principal Business Percent of Interest Held Name/Address/Citizenship Viaero Wireless Technologies, Inc. Holding Company 100% direct interest 1224 West Platte Avenue Fort Morgan, CO 80701 Organized: United States 1 Notification is concurrently being filed with the Wireless Telecommunications Bureau with regard to the common carrier radio licenses held by NE Colorado Cellular. See ULS File No. 0008573680

Francis J.DiRico Telecommunications 74.66% Voting/14.93% 1224 West Platte Avenue Non-Voting (indirect interest Fort Morgan, CO 80701 through Viaero Wireless Citizenship: United States Technologies, Inc.) South Pelican Trust Trust 59.92 Non-Voting (indirect 1224 West Platte Avenue interest through Viaero Fort Morgan, CO 80701 Wireless Technologies, Inc.) Organized: United States The Children’s Trusts Trust 21.57% Voting/21.2% Non- 1224 West Platte Avenue Voting (indirect interest Fort Morgan, CO 80701 through Viaero Wireless Organized: United States Technologies, Inc.) No other person or entity directly or indirectly holds a 10 percent or greater interest in NE Colorado Cellular. Answer to Question 13: NE Colorado Cellular hereby notifies the Commission of the pro forma transfer of control that occurred on March 27, 2019 as a result of a corporate restructuring. Specifically, Viaero Wireless Technologies, a newly formed holding company, has been inserted into the ownership chain as the parent company of NE Colorado Cellular. All of the individuals and entities that previously held a direct interest in the shares of NE Colorado Cellular now hold their respective interests indirectly. Their stock holdings now reside in Viaero Wireless Technologies, which in turn holds 100% of NE Colorado Cellular, the FCC licensee. None of the respective shareholder interests have changed. The transfer of control is pro forma in nature because the Section 214 holder, NE Colorado Cellular, which is ultimately controlled by Francis J. DiRico, continues to remain under Mr. DiRico’s control both prior to and following consummation of the transaction. Mr. DiRico continues to control a majority of the shareholder interests in the new parent company, and no other shareholder interests have changed.

Francis J. DiRico Grantor 74.66% Voting 14.93% Non-Voting The Children’s Trusts South Pelican Trust The Alred DiRico 1996 Trust for Sarah DiRico The Alfred DiRico 1996 Trust For Elizabeth DiRico Trustees (Mark DiRico and Michael J. Umano) The Alfred DiRico 1996 Trust for Katherine DiRico The DiRico 2007 Trust for Emily DiRico Beneficiaries (Katherine DiRico, Sarah DiRico, Elizabeth DiRico, Emily DiRico) *Mark DiRico is trustee for all of the above trusts. Michael J. Umano is co‐trustee for only the DiRico 2007 Trust for Emily DiRico. 59.92% Non‐Voting 21.2% Non‐Voting 21.57% Voting Viaero Wireless Technologies, Inc., which owns 100 percent of NE Colorado Cellular, Inc. * *No other individual or entity holds a 10% or greater non‐voting or voting interest in NE Colorado Cellular, Inc.


Document Created: 2019-03-27 10:06:51
Document Modified: 2019-03-27 10:06:51
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