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^*

FISH RICHARD EDWARD JR

(Last)

(First)

(Middle)

C/O ITC^DELTACOM, INC.

1791 O.G. SKINNER DRIVE

(Street)

WEST POINT

31833

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP & Chief Financial Officer

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⁾		271,581⁽²⁾	A	⁽¹⁾	623,816	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)
8% Series A Convertible Redeemable Preferred Stock	$5.7143	07/31/2007		J⁽¹⁾			2,416.59⁽³⁾	⁽¹⁾	⁽⁴⁾	Common Stock	42,291⁽³⁾	$0	0	D
8% Series B Convertible Redeemable Preferred Stock	$3	07/31/2007		J⁽¹⁾			7,265.17⁽³⁾	⁽¹⁾	⁽⁴⁾	Common Stock	242,173⁽³⁾	$0	0	D
Warrant (right to buy)	$0.01	07/31/2007		J⁽¹⁾			121,294	⁽¹⁾	07/01/2009	Common Stock	⁽¹⁾⁽⁵⁾	$0	0	D

Explanation of Responses:

1. In connection with the issuer's recapitalization consumated on July 31, 2007, the reporting person's Series A and Series B preferred stock units and warrants to purchase common stock and Series C preferred stock were adjusted and converted into common stock units issued pursuant to the issuer's executive stock incentive plan.

2. The securities are common stock units which are subject to the same vesting terms, as set forth in the reporting person's prior reports on this Form, as the predecessor securities referred to in note (1).

3. The numbers of derivative securities and underlying securities exclude additional securities that were potentially issuable under the compensatory awards shown in this table based on deemed dividend accruals between the date of issuance of the awards and the date of their adjustment and conversion into common stock units as described in note (1).

4. Not applicable

5. Each warrant was exercisable for one share of Series C preferred stock and a portion of an additional share of Series C preferred stock equal to the cumulative amount of payment-in-kind dividends that would have accrued at an 8% annual rate with respect to one share of Series C preferred stock from July 26, 2005 through the exercise date if such share had been outstanding.

Remarks:

	/s/ J. Thomas Mullis, Attorney-in-Fact	08/02/2007
	** 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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