SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

CUSIP No. 04907910

1

Name of Reporting Person
I.R.S. Identification Nos. of Above Persons (Entities Only)

Cornelius B. Prior, Jr.

2

Check the Appropriate Box if a Member of the Group (See Instructions)

(a)

o

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
USA

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
4,511,870

6

Shared Voting Power
500

7

Sole Dispositive Power
4,511,870

8

Shared Dispositive Power
500

9

Aggregate Amount Beneficially Owned by Each Reporting Person
4,512,370

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x

11

Percent of Class Represented by Amount in Row (9)
29.0%

12

Type of Reporting Person (See Instructions)
IN

CUSIP No. 04907910

Item 1.

(a)

Name of Issuer:
Atlantic Tele-Network, Inc.

(b)

Address of Issuer’s Principal Executive Offices:
600 Cummings Center

Beverly, MA 01915

Item 2.

(a)

Name of Person Filing:
Cornelius B. Prior, Jr.

Mr. Prior is filing this Schedule pursuant to Rule 13d-1(d).

(b)

Address of Principal Business Office, or if none, Residence:
Cornelius B. Prior, Jr.:

9719 Estate Thomas

St. Thomas, Virgin Islands 00802

(c)

Citizenship:
Cornelius B. Prior, Jr. - United States of America

(d)

Title of Class of Securities:
Common Stock, par value $.01 per share

(e)

CUSIP Number:
04907910

Item 3.

If this statement is filed pursuant to § 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

o

Broker or dealer registered under section 15 of the Act.

(b)

o

Bank as defined in section 3(a)(6) of the Act.

(c)

o

Insurance company as defined in section 3(a)(19) of the Act.

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940.

(e)

o

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;

(j)

o

Group, in accordance with § 240.13d-1(b)(1)(ii)(J).

Not Applicable.

Item 4.

Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned:   

Cornelius B. Prior, Jr.:

4,512,370

*

(b)

Percent of class:   

Cornelius B. Prior, Jr.:

29.0

%

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or direct the vote   

Cornelius B. Prior, Jr.:

4,511,870

(ii)

Shared power to vote or to direct the vote     

Cornelius B. Prior, Jr.:

500

(iii)

Sole power to dispose or to direct the disposition of   

Cornelius B. Prior, Jr.:

4,511,870

(iv)

Shared power to dispose or to direct the disposition of   

Cornelius B. Prior, Jr.:

500

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not Applicable.

Item 8.

Identification and Classification of Members of the Group.

Not Applicable.

Item 9.

Notice of Dissolution of Group.

Not Applicable.

Item 10.

Certifications.

Not applicable.

Date:

February 6, 2013

By:

/s/ Cornelius B. Prior, Jr.

Cornelius B. Prior, Jr.