SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SWANI SANJAY

(Last)

(First)

(Middle)

C/O WELSH, CARSON, ANDERSON AND STOWE

320 PARK AVENUE, SUITE 2500

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ITC DELTACOM INC [ ITCD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/06/2003

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/06/2003		J⁽¹⁾		4,793,662	A	⁽¹⁾	25,848,113	I	By Welsh, Carson, Anderson & Stowe VIII, L.P.⁽²⁾
Common Stock	10/06/2003		J⁽¹⁾		2,009	A	⁽¹⁾	8,746	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrants to Purchase Common Stock	$8.5	10/06/2003		J⁽¹⁾		1,884,245		10/06/2003	10/06/2010	Common Stock	1,884,245	⁽¹⁾	1,884,245	I	By Welsh, Carson, Anderson & Stowe VIII, L.P.⁽²⁾
Warrants to Purchase Common Stock	$8.5	10/06/2003		J⁽¹⁾		791		10/06/2003	10/06/2010	Common Stock	791	⁽¹⁾	791	D
Series B Convertible Preferred Stock	$3	10/06/2003		P		285,710		10/06/2003	⁽³⁾	Common Stock	9,523,667	$100	285,710	I	By Welsh, Carson, Anderson & Stowe VIII, L.P.⁽²⁾
Series B Convertible Preferred Stock	$3	10/06/2003		P		90		10/06/2003	⁽³⁾	Common Stock	3,000	$100	90	D

Explanation of Responses:

1. In connection with the merger of 8DBC1 Corp., a North Carolina corporation and a wholly owned direct subsidiary of the Issuer, with and into BTI Telecom Corp., a North Carolina corporation (???BTI???), and pursuant to an Agreement and Plan of Merger dated as of July 2, 2003, as amended, the Reporting Person has transferred its Preferred Stock, Common Stock and Notes of BTI to the Issuer in exchange for Common Stock and Warrants of the Issuer.

2. The Reporting Person is one of several managing members of the sole general partner of Welsh, Carson, Anderson & Stowe VIII, L.P. Pursuant to Instruction (4)(b)(iv) of Form 4, the Reporting Person has elected to report as indirectly beneficially owned the entire number of securities beneficially owned by such limited partnership. The Reporting Person disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his or her pecuniary interest therein, and/or that are not actually distributed to him or her.

3. There is no expiration date applicable to the Series B Preferred Stock.

Remarks:

	Jonathan M. Rather, Attorney-in-Fact	10/07/2003
	** 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 4 (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).
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