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

OMB APPROVAL

OMB Number:			3235-0362
Estimated average burden
hours per response:			1.0

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

(Street)

SCHIPHOL

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)
	President and CEO

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2014

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 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	10/30/2014		X4⁽¹⁾	400,164	A	$0.8744	3,762,827	I	By QAT II, see footnote⁽²⁾
Common Stock	10/30/2014		S4⁽¹⁾	334,515	D	$1.046	3,428,312	I	By QAT II, see footnote⁽²⁾
Common Stock	10/31/2014		J⁽³⁾	1,738,985	A	$0	8,194,688	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)	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	03/17/2014		4J⁽¹⁾		400,164	10/31/2009	10/31/2014	Common Stock	400,164	⁽¹⁾	0	I	By QAT II, see footnote⁽²⁾
Warrant	$0.8744	03/17/2014		4J⁽¹⁾	400,164		10/31/2009	10/31/2014	Common Stock	400,164	⁽¹⁾	400,164	I	By QAT II, see footnote⁽²⁾
Warrant	$1	10/30/2014		4X⁽¹⁾		400,164	10/31/2009	10/31/2014	Common Stock	400,164	$0	0	I	By QAT II, see footnote⁽²⁾
Warrant	$1.26	10/31/2014		J⁽³⁾	1,416,469		09/30/2008	09/30/2015	Common Stock	1,416,469	⁽³⁾	1,416,469	D
Warrant	$1.47	10/31/2014		J⁽³⁾	708,234		09/30/2008	09/30/2015	Common Stock	708,234	⁽³⁾	708,234	D

Explanation of Responses:

1. On October 30, 2014, QAT II Investments SA ("QAT II") exercised a warrant to purchase 1,082,403 shares of the Issuer's common stock at an exercise price of $0.8744 per share. The warrant was originally issued on December 17, 2009 with an exercise price of $1.00 per share. QAT II paid the exercise price on a cashless basis, resulting in Issuer's withholding of 904,830 of the warrant shares to pay the exercise price and issuing to QAT the remaining 177,573 shares.

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. Include shares and warrant to purchase shares the Reporting Person received from the pro rata distribution from CMV Invest CVA ("CMV I") of which the Reporting Person has a 27.50% ownership interest and CMV Invest II CVA ("CMV II") of which the Reporting Person holds a 40.75% ownership interest.

	/s/ by Alex Vermeulen, Attorney-in-fact for Steven van der Velden	03/27/2015
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.