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 DER VELDEN STEVEN PAUL KAREL MARIE

(Last)

(First)

(Middle)

SCHIPHOL BOULEVARD 249

1118 BH,

(Street)

SCHIPHOL

(City)

(State)

(Zip)

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

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

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

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2012

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							27,132⁽¹⁾	D
Common Stock							8,967,215	I	By RWC. See footnote⁽²⁾
Common Stock							423,662	I	By CMV See footnote⁽³⁾
Common Stock							1,416,415	I	By CMV II see footnote⁽⁴⁾
Common Stock	03/06/2012		A4	8,555	A	⁽⁶⁾	72,386	I	By QAT see footnote⁽⁵⁾⁽⁶⁾
Common Stock	04/17/2012		A4	8,626	A	⁽⁶⁾	72,386	I	By QAT see footnote⁽⁵⁾⁽⁶⁾
Common Stock	07/10/2012		A4	10,642	A	⁽⁶⁾	72,386	I	By QAT see footnote⁽⁵⁾⁽⁶⁾
Common Stock	10/12/2012		A4	13,827	A	⁽⁶⁾	72,386	I	By QAT see footnote⁽⁵⁾⁽⁶⁾
Common Stock	12/05/2012		S4	8,058	D	$0.927	1,409,702	I	By QAT II see footnoted⁽⁷⁾

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						09/30/2008	09/30/2013	Common Stock	1,416,615		1,416,615	I	By CMV II, see footnote⁽⁸⁾
Warrant	$1.47						09/30/2008	09/30/2013	Common Stock	708,207		708,207	I	By CMV II, see footnote⁽⁸⁾
Warrant	$1.05						08/18/2008	08/18/2013	Common Stock	110,873		110,873	I	By RWC, see footnote⁽⁹⁾
Warrant	$1.26						08/18/2008	08/18/2013	Common Stock	1,219,604		1,219,604	I	By RWC, see footnote⁽⁹⁾
Warrant	$1.47						08/18/2008	08/18/2013	Common Stock	609,802		609,802	I	By RWC, see footnote⁽⁹⁾
Warrant	$1.05						08/18/2008	08/18/2013	Common Stock	109,973		109,973	I	By QAT, see footnote⁽¹⁰⁾
Warrant	$1.26						08/18/2008	08/18/2013	Common Stock	109,973		109,973	I	By QAT, see footnote⁽¹⁰⁾
Warrant	$1.47						08/18/2008	08/18/2013	Common Stock	54,987		54,987	I	By QAT, see footnote⁽¹⁰⁾
Warrant	$1						07/31/2009	07/31/2014	Common Stock	966,800		966,800	I	By QAT II, see footnote⁽¹¹⁾
Warrant	$1						10/30/2009	10/30/2014	Common Stock	322,037		322,037	I	By QAT II, see footnote⁽¹¹⁾
Warrant	$1.5						06/08/2010	02/02/2013	Common Stock	118,137		118,137	I	By QAT II, see footnote⁽¹¹⁾
Warrant	$1.45						06/08/2010	02/24/2013	Common Stock	278,049		278,049	I	By QAT II, see footnote⁽¹¹⁾
Warrant	$1.61						06/08/2010	03/22/2013	Common Stock	49,133		49,133	I	By QAT II, see footnote⁽¹¹⁾
Warrant	$1.73						06/08/2010	03/30/2013	Common Stock	162,120		162,120	I	By QAT II, see footnote⁽¹¹⁾
Warrant	$1.5						06/10/2010	02/02/2013	Common Stock	236,274		236,274	I	By QAT II, see footnote⁽¹¹⁾
Warrant	$1.45						06/10/2010	02/24/2013	Common Stock	556,099		556,099	I	By QAT II, see footnote⁽¹¹⁾
Warrant	$1.61						06/10/2010	03/22/2013	Common Stock	98,266		98,266	I	By QAT II, see footnote⁽¹¹⁾
Warrant	$1.73						06/10/2010	03/30/2013	Common Stock	324,241		324,241	I	By QAT II, see footnote⁽¹¹⁾
Warrant	$1.5						10/08/2010	10/08/2015	Common Stock	1,074,031		1,074,031	I	By QAT II, see footnote⁽¹¹⁾
Warrant	$1.5						10/08/2010	10/08/2015	Common Stock	562,595		562,595	I	By QAT II, see footnote⁽¹¹⁾
Warrant	$2						06/01/2010	06/01/2015	Common Stock	40,461		40,461	I	By QAT II, see footnote⁽¹¹⁾
Warrant	$1						12/17/2019	10/31/2014	Common Stock	261,617		261,617	I	By QAT II, see footnote⁽¹¹⁾

Explanation of Responses:

1. The number of shares the Reporting Person beneficially owns directly does not include the shares sold without proper authorization by a third party in which no sales proceeds were paid to the Reporting Person;

2. These shares are held by Rising Water Capital, AG ("RWC"). Reporting Person holds a 32.80% ownership interest in RWC and the number of shares shown here indicates the Reporting Person's proportionate interest in the Issuer's securities through RWC. The Reporting Person is not a controlling shareholder nor has or shares the investment control over such shares and thus disclaims beneficial ownership over such shares. The number of shares the Reporting Person beneficially owns indirectly through RWC does not include the shares sold without proper authorization by a third party in which no sales proceeds were paid to RWC;

3. These shares are held by CMV Invest CVA ("CMV I"). Reporting Person holds a 27.25% ownership interest in CMV I and the number of shares shown here indicates the Reporting Person's proportionate interest in the Issuer's securities through CMV I. The Reporting Person is not a controlling shareholder nor has or shares the investment control over such shares and thus disclaims beneficial ownership over such shares.

4. These shares are held by CMV Invest II CVA ("CMV II"). Reporting Person holds a 40.75% ownership interest in CMV II and the number of shares shown here indicates the Reporting Person's proportionate interest in the Issuer's securities through CMV II. The Reporting Person is not a controlling shareholder nor has or shares the investment control over such shares and thus disclaims beneficial ownership over such shares.

5. These shares are held by QAT Investments SA ("QAT"). Reporting Person holds a 30.79% ownership interest in QAT and the number of shares shown here indicates the Reporting Person's proportionate interest in the Issuer's securities through QAT. The Reporting Person is not a controlling shareholder nor has or shares the investment control over such shares and thus disclaims beneficial ownership over such shares.

6. Shares were issued at no costs to QAT in lieu of certain cash compensation for services provided by Steven van der Velden, Yves Van Sante and Johan Dejager, during the period from fourth quarter of 2011 to the third quarter of 2012, pursuant to certain consulting agreement between the Company and QAT.

7. These shares are held by QAT II Investments SA ("QAT II"). Reporting Person holds a 24.17% ownership interest in QAT II and the number of shares shown here indicates the Reporting Person's proportionate interest in the Issuer's securities through QAT II. The Reporting Person is not a controlling shareholder nor has or shares the investment control over such shares and thus disclaims beneficial ownership over such shares.

8. These warrants are held by CMV II. Reporting Person holds a 40.75% ownership interest in CMV II and the number of warrants shown here indicates the Reporting Person's proportionate interest in the Issuer's securities through CMV II. The Reporting Person is not a controlling shareholder nor has or shares the investment control over such warrants and thus disclaims beneficial ownership over such warrants.

9. These warrants are held by RWC. Reporting Person holds a 32.8% ownership interest in RWC and the number of warrants shown here indicates the Reporting Person's proportionate interest in the Issuer's securities through RWC. The Reporting Person is not a controlling shareholder nor has or shares the investment control over such warrants and thus disclaims beneficial ownership over such warrants.

10. These warrants are held by QAT. Reporting Person holds a 30.79% ownership interest in QAT and the number of warrants shown here indicates the Reporting Person's proportionate interest in the Issuer's securities through QAT. The Reporting Person is not a controlling shareholder nor has or shares the investment control over such warrants and thus disclaims beneficial ownership over such warrants.

11. These warrants are held by QAT II. Reporting Person holds a 24.17% ownership interest in QAT II and the number of warrants shown here indicates the Reporting Person's proportionate interest in the Issuer's securities through QAT II. The Reporting Person is not a controlling shareholder nor has or shares the investment control over such warrants and thus disclaims beneficial ownership over such warrants.

	/s/ Steven van der Velden	03/04/2013
	** 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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