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^*

DEJAGER JOHAN LEON WILLY GASTON

(Last)

(First)

(Middle)

SCHIPHOL BOULEVARD 249

1118 BH

(Street)

1180

(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)
12/31/2009

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							1,626,515	D
Common Stock, no par value	06/30/2009		A4	7,280	A	⁽¹⁾	123,256	I	See Footnote⁽³⁾⁽¹⁰⁾
Common Stock, no par value							1,021,163⁽²⁾	I	See Footnote⁽⁴⁾⁽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	$1.05	03/18/2009		4A	38,626		03/18/2009	08/18/2013	Common Stock	38,626	⁽⁵⁾	38,626	I	See Footnote⁽⁵⁾⁽¹⁰⁾
Warrant	$1.26	03/18/2009		4A	38,626		03/18/2009	08/18/2013	Common Stock	38,626	⁽⁵⁾	38,626	I	See Footnote⁽⁵⁾⁽¹⁰⁾
Warrant	$1.47	03/18/2009		4A	19,313		03/18/2009	08/18/2013	Common Stock	19,313	⁽⁶⁾	19,313	I	See Footnote⁽⁶⁾⁽¹⁰⁾
Warrant	$1	07/31/2009		4A	291,120		07/31/2009	07/31/2014	Common Stock	291,120	⁽⁷⁾	291,120	I	See Footnote⁽⁷⁾⁽¹⁰⁾
Warrant	$1	10/30/2009		4A	94,640		10/30/2009	10/30/2014	Common Stock	94,640	⁽⁸⁾	94,640	I	See Footnote⁽⁸⁾⁽¹⁰⁾
Warrant	$1	10/30/2009		4A	56,349		10/30/2009	10/30/2014	Common Stock	56,349	⁽⁹⁾	56,349	I	See Footnote⁽⁹⁾⁽¹⁰⁾

Explanation of Responses:

1. Reporting person purchased 1,007,467 shares of common stock of the issuer on December 28, 2006 and was issued the shares on June 11, 2008. These shares of restricted common stock were granted to Reporting Person as employment compensation and as part of a private placement offering of the units consisting of common stock and warrants to purchase common stock.

2. Includes shares held by such entity only to the extent in which Reporting person has a pecuniary interest.

3. These shares are held by Quercus Aimer Trust Investments SA ("QAT") and Reporting Person is the beneficial owner of 7.28% of QAT.

4. These shares are held by Rising Water Capital A.G. ("RWC") and Reporting Person is the beneficial owner of 3.73% of RWC.

5. Includes 12,624 warrants issued to RWC at no cost and 26,002 warrants issued to QAT at no cost.

6. Includes 6,312 warrants issued to RWC at no cost and 13,001 warrants issued to QAT at no cost.

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

8. These Warrants were issued at no cost to QAT as part of the 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 Quercus Management Group, NV ("QMG"). QMG is a wholly owned subsidiary of QAT and received these warrants for services rendered in connection with a private placement offering of the Issuer.

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

	/s/ Johan Dejager	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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