SEC FORM 5

SEC Form 5

FORM 5

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

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

VAN SANTE YVES ROGER

(Last)

(First)

(Middle)

SCHIPHOL BOULEVARD 249

(Street)

BH SCHIPOL

1118

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ELEPHANT TALK COMMUNICATIONS INC [ ETAK ]

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

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

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2007

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 at end of Issuer's Fiscal Year (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)	3. Transaction Code (Instr. 8)	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, no par value per share	06/30/2009		A4	9,105⁽¹⁾⁽⁷⁾	A	⁽¹⁾	102,804	I	See Footnote⁽¹⁾⁽¹⁰⁾
Common Stock, no par value per share	02/03/2009		A4	746	A	⁽²⁾	851,717⁽⁴⁾	I	See Footnote⁽²⁾⁽¹⁰⁾
Common Stock, no par value per share							131,670⁽⁴⁾	I	See Footnote⁽³⁾⁽¹⁰⁾

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)	4. Transaction Code (Instr. 8)	(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)
Warrant	$1.26	08/18/2008		4A	114,704		08/18/2008	08/18/2013	Common Stock	114,704	⁽⁴⁾	114,704	I	See Footnote⁽⁴⁾⁽¹⁰⁾
Warrant	$1.47	08/18/2008		4A	57,352		08/18/2008	08/18/2013	Common Stock	57,352	⁽⁴⁾	57,352	I	See Footnote⁽⁴⁾⁽¹⁰⁾
Warrant	$1.05	08/18/2008		4A	114,704		08/18/2008	08/18/2013	Common Stock	114,704	⁽⁴⁾	114,704	I	See Footnote⁽⁴⁾⁽¹⁰⁾
Warrant	$1.05	03/18/2009		4A	32,216		08/18/2008	08/18/2013	Common Stock	32,216	⁽⁵⁾	32,216	I	See Footnote⁽⁵⁾⁽¹⁰⁾
Warrant	$1.26	03/18/2009		4A	32,216		08/18/2008	08/18/2013	Common Stock	32,216	⁽⁵⁾	32,216	I	See Footnote⁽⁵⁾⁽¹⁰⁾
Warrant	$1.47	03/18/2009		4A	16,109		08/18/2008	08/18/2013	Common Stock	16,109	⁽⁶⁾	16,109	I	See Footnote⁽⁶⁾⁽¹⁰⁾
Warrant	$1	07/31/2009		4A	242,800		07/31/2009	07/31/2014	Common Stock	242,800	⁽⁷⁾	242,800	I	See Footnote⁽⁷⁾⁽¹⁰⁾
Warrant	$1	10/30/2009		4A	78,910		10/30/2009	10/30/2014	Common Stock	78,910	⁽⁸⁾	78,910	I	See Footnote⁽⁸⁾⁽¹⁰⁾
Warrant	$1	10/30/2009		4A	46,983		10/30/2009	10/30/2014	Common Stock	46,983	⁽⁹⁾	46,983	I	See Footnote⁽⁹⁾⁽¹⁰⁾

Explanation of Responses:

1. The shares of restricted common stock were granted at no cost to Quercus Aimer Trust Investments SA ("QAT") as employment compensation. Amount reflects the Reporting Person's 6.07% ownership interest in QAT, through Reporting Person's 33% ownership interest of Amelia & Associates, SA. ("Amelia").

2. These shares are held by Rising Water Capital, AG. ("RWC") as part of an incentive payment ("Incentive Payment") which resulted from RWC accepting shares of common stock at a conversion price of $0.60 per share in lieu of cash payment of $451,915 owed by the Issuer. Reporting Person is the owner of 3.11% of RWC and the shares represent Reporting Person's pecuniary interest in the shares.

3. These shares are held by Amelia. The amount reflects the Reporting Person's 33% ownership of Amelia.

4. This warrant was issued at no cost to Amelia as a result of Amelia acting as co-placement agent in a private offering of the Issuer's securities.

5. Includes 10,529 warrants issued to RWC at no cost and 21,687 warrants issued at no cost to QAT.

6. Includes 5,265 warrants issued to RWC at no cost and 10,844 warrants issued at no cost to QAT.

7. These warrants were issued at no cost to QAT as part of a private placement offering of the Issuer that closed on July 31, 2009 pursuant to which QAT converted certain loans owned by the Issuer to QAT into the private placement.

8. These warrants were issued at no cost to QAT as part of a private placement offering of the Issuer that closed on October 30, 2009 pursuant to which QAT converted certain loans owed by the Issuer to QAT into the private placement.

9. These warrants were issued at no cost to QMG. QMG is a wholly owned subsidiary QAT and received these warrants for services rendered in connection with a private placement offering of the Issuer.

10. Amounts represent Reporting Person's pecuniary interest only.

	/s/ Yves van Sante	03/30/2010
	** 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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