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^*

ALMEIDA JOHN

(Last)

(First)

(Middle)

C/O WELSH, CARSON, ANDERSON & 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	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/31/2007

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	07/31/2007		J⁽¹⁾		3,015⁽¹⁾	A	⁽¹⁾	4,106	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)
Series B Warrants to Purchase Common Stock	⁽¹⁾	07/31/2007		J⁽¹⁾			396	⁽¹⁾	⁽¹⁾	Common Stock	0⁽¹⁾	$0	0	D
Series C Warrants to Purchase Common Stock	⁽¹⁾	07/31/2007		J⁽¹⁾			2,000	⁽¹⁾	⁽¹⁾	Common Stock	490⁽¹⁾	$0	0	D
Series B Convertible Preferred Stock	⁽¹⁾	07/31/2007		J⁽¹⁾			48.75	⁽¹⁾	⁽¹⁾	Common Stock	942⁽¹⁾	$0	0	D

Explanation of Responses:

1. Pursuant to the terms of a recapitalization of the Issuer agreed to in a commitment letter entered into by Welsh, Carson, Anderson & Stowe VIII, L.P. ("WCAS VIII") and the Issuer on June 8, 2007, WCAS VIII and WCAS Capital Partners III, L.P. ("WCAS CP III") received shares of Common Stock in consideration of the conversion or exchange of all shares of Series B Convertible Preferred Stock, Series B Warrants to purchase Common Stock, Series C Warrants to purchase Common Stock and approximately $22 million principal amount of notes held by WCAS VIII and WCAS CP III (with fractional shares to be paid in cash). WCAS VIII also agreed to purchase additional Common Stock at $3.03 per share, for an aggregate purchase price of approximately $21 million in cash. Certain other persons affiliated with WCAS VIII and/or WCAS CP III participated in such transactions on a like basis with WCAS VIII and WCAS CP III.

Remarks:

	/s/David Mintz, Attorney-in-Fact	07/31/2007
	** 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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