FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 10/16/2006 |
3. Issuer Name and Ticker or Trading Symbol
Global Telecom & Technology, Inc. [ MPAQ ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock, par value $0.0001 per share ("Common Stock") | 26,700(1) | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Class W Warrant ("Class W Warrant") | 10/16/2006(2) | 04/10/2010(2) | Common Stock, par value $0.0001 per share ("Common Stock") | 1,018,225(4) | $5 | D | |
Class Z Warrant ("Class Z Warrant") | 10/16/2006(3) | 04/10/2012(3) | Common Stock | 528,100(4) | $5 | D |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Beneficial ownership reflects 20,900 shares of Common Stock, par value $0.0001 per share ("Common Stock") plus 2,900 Series B Units ("Series B Unit") of the Issuer. Each Series B Unit consists of two shares of the Issuer's Class B Common Stock ("Class B Common Stock"), one Class W Warrant ("Class W Warrant") and one Class Z Warrant ("Class Z Warrant") of the Issuer. As of 10/16/06, the Class B Common Stock of the Issuer automatically converted to the Common Stock of the Issuer. Each Class W and Class Z warrant entitles the holder to purchase one share of the Issuer's Class B Common Stock at a price of $5.00 per share. Thus, this number includes 5,800 shares of Common Stock attributable to the Series B Units. |
2. Each Class W Warrant entitles the holder to purchase one share of the Issuer's Common Stock at a price of $5.00 per share. Each Class W Warrant is exercisable on the later of the Issuer's completion of a business combination or 04/11/2006. (On 10/16/2006, the Issuer announced that it had completed the acquisition of all the outstanding shares of Global Internetworking, Inc. and European Telecommunications & Technology Limited.) The Class W Warrants will expire on 04/10/2010, or earlier upon redemption. |
3. Each Class Z Warrant entitles the holder to purchase one share of the Issuer's Common Stock at a price of $5.00 per share. Each Class Z Warrant is exercisable on the later of the Issuer's completion of a business combination or 04/11/2006. (On 10/16/2006, the Issuer announced that it had completed the acquisition of all the outstanding shares of Global Internetworking, Inc. and European Telecommunications & Technology Limited.) The Class Z Warrants will expire on 04/10/2012, or earlier upon redemption. |
4. Beneficial ownership reflects 2,900 Series B Units of the Issuer. Each Series B Unit consists of two shares of the Issuer's Class B Common Stock, one Class W Warrant and one Class Z Warrant of the Issuer. Thus, this number includes 2,900 Class W Warrants or 2,900 Class Z Warrants, as the case may be. |
Remarks: |
* MILLENCO, L.L.C., By: Millennium Management, L.L.C., as Manager |
Terry Feeney, Chief Operating Officer | 10/18/2006 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |