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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* VAN DER VELDEN STEVEN PAUL KAREL MARIE (Last) (First) (Middle) SCHIPHOL BOULEVARD 249 (Street) SCHIPHOL P7 1118 BH (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 X 10% Owner X Officer (give title below) Other (specify below) CEO and President
	3. Date of Earliest Transaction (Month/Day/Year) 03/17/2014
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/17/2014		J(1)		1,478,800	A	$0.7	3,362,663	I	By QAT II, see footnote(2)
Common Stock	03/17/2014		J(3)		492,582	A	$0.7	3,855,245	I	By QAT II, see footnote(2)
Common Stock								6,455,703	D
Common Stock								427,549	I	By CMV I, see footnote(4)
Common Stock								1,416,415	I	By CMV II, see footnote(5)
Common Stock								124,138	I	By QAT, see footnote(6)
Common Stock								9,197,177	I	By RWC, see footnote(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant	$1	03/17/2014		J(1)			1,478,800	(1)	07/31/2014	Common Stock	1,478,800	(1)	0	I	By QAT II, see footnote(2)
Warrant	$0.7	03/17/2014		J(1)		1,478,800		(1)	07/31/2014	Common Stock	1,478,800	(1)	1,478,800	I	By QAT II, see footnote(2)
Warrant	$1	03/17/2014		J(3)			492,582	(3)	10/30/2014	Common Stock	492,582	(3)	0	I	By QAT II, see footnote(2)
Warrant	$0.7	03/17/2014		J(3)		492,582		(3)	10/30/2014	Common Stock	492,582	(3)	492,582	I	By QAT II, see footnote(2)
Warrant	$0.7	03/17/2014		J(1)			1,478,800	(1)	07/31/2014	Common Stock	1,478,800	$0	0	I	By QAT II, see footnote(2)
Warrant	$0.7	03/17/2014		J(3)			492,582	(3)	10/30/2014	Common Stock	492,582	$0	0	I	By QAT II, see footnote(2)

Explanation of Responses:

1. QAT II Investments SA ("QAT II") exercised a warrant to purchase 4,000,000 shares of the Issuer's common stock at an exercise price of $0.70 per share, for gross proceeds to the Issuer of approximately $2.8 million. The warrant was originally issued on July 31, 2009 with an exercise price of $1.00 per share. A Special Committee of the Issuer's board of directors authorized the reduction of the exercise price in order to induce QAT II to immediately exercise the warrant for cash providing additional liquidity to the Issuer, which reduction was subsequently ratified by the Issuer's board of directors.

2. These securities are held by QAT II. Reporting Person holds a 36.97% ownership interest in QAT II and the number of securities 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 securities and thus disclaims beneficial ownership over such securities.

3. QAT II exercised a warrant to purchase 1,332,383 shares of the Issuer's common stock at an exercise price of $0.70 per share, for gross proceeds to the Issuer of approximately $0.9 million. The warrant was originally issued on October 30, 2009 with an exercise price of $1.00 per share. A Special Committee of the Issuer's board of directors authorized the reduction of the exercise price in order to induce QAT II to immediately exercise the warrant for cash providing additional liquidity to the Issuer, which reduction was subsequently ratified by the Issuer's board of directors.

4. These shares are held by CMV Invest CVA ("CMV I"). Reporting Person holds a 27.50% 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.

5. 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.

6. 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.

7. These shares are held by Rising Water Capital, AG ("RWC"). The Reporting Person holds an approximately 35.15% 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.

	/s/ Steven van der Velden, by Alex Vermeulen, Attorney-in-fact	03/19/2014
	** Signature of Reporting Person	Date
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