SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

CUSIP No. 04907910

1

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

Andrew Lane

2

Check the Appropriate Box if a Member of the Group

(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
1,098,750

6

Shared Voting Power
0

7

Sole Dispositive Power
1,098,750

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,098,750

10

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

11

Percent of Class Represented by Amount in Row (9)
7.1%

12

Type of Reporting Person (See Instructions)
IN

CUSIP No. 04907910

1

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

Cornelius B. Prior, Jr. 2004 Grantor Retained Annuity Trust

2

Check the Appropriate Box if a Member of the Group

(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
1,098,750

6

Shared Voting Power
0

7

Sole Dispositive Power
1,098,750

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,098,750

10

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

11

Percent of Class Represented by Amount in Row (9)
7.1%

12

Type of Reporting Person (See Instructions)
OO

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:
Andrew Lane

Cornelius B. Prior, Jr. 2004 Grantor Retained Annuity Trust (the “GRAT”)

Mr. Lane and the GRAT are each filing this Schedule pursuant to Rule 13d-1(c).  Mr. Lane serves as the sole trustee for the GRAT.

(b)

Address of Principal Business Office, or if none, Residence:
Andrew Lane:

43 Otis Street

Newtonville, Massachusetts 02460

Cornelius B. Prior, Jr. 2004 Grantor Retained Annuity Trust

c/o Andrew Lane:

9719 Estate Thomas

St. Thomas, Virgin Islands 00802

(c)

Citizenship:
Andrew Lane - 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).

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:   

Andrew Lane:

1,098,750

*

Cornelius B. Prior, Jr. 2004 Grantor Retained Annuity Trust:

1,098,750

**

(b)

Percent of class:   

Andrew Lane:

7.1

%

Cornelius B. Prior, Jr. 2004 Grantor Retained Annuity Trust:

7.1

%

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or direct the vote   

Andrew Lane:

1,098,750

Cornelius B. Prior, Jr. 2004 Grantor Retained Annuity Trust:

1,098,750

(ii)

Shared power to vote or to direct the vote    

Andrew Lane:

0

Cornelius B. Prior, Jr. 2004 Grantor Retained Annuity Trust:

0

(iii)

Sole power to dispose or to direct the disposition of   

Andrew Lane:

1,098,750

Cornelius B. Prior, Jr. 2004 Grantor Retained Annuity Trust:

1,098,750

(iv)

Shared power to dispose or to direct the disposition of   

Andrew Lane:

0

Cornelius B. Prior, Jr. 2004 Grantor Retained Annuity Trust:

0

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.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Date:

February 13, 2012

By:

/s/ Andrew Lane

Andrew Lane

CORNELIUS B. PRIOR, JR. 2004 GRANTOR RETAINED ANNUITY TRUST

By:

/s/ Andrew Lane

Andrew Lane, Trustee

Exhibit Number

Exhibit

99.1

Joint Filing Agreement dated February 13, 2012 by and between Andrew Lane and the Cornelius B. Prior, Jr. 2004 Grantor Retained Annuity Trust.