0001144204-15-019101.txt : 20150327 0001144204-15-019101.hdr.sgml : 20150327 20150327215837 ACCESSION NUMBER: 0001144204-15-019101 CONFORMED SUBMISSION TYPE: 5 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20141231 FILED AS OF DATE: 20150327 DATE AS OF CHANGE: 20150327 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ELEPHANT TALK COMMUNICATIONS CORP CENTRAL INDEX KEY: 0001084384 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 954557538 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 100 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-984-1096 MAIL ADDRESS: STREET 1: 100 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: ELEPHANT TALK COMMUNICATIONS INC DATE OF NAME CHANGE: 20020118 FORMER COMPANY: FORMER CONFORMED NAME: STARUNI CORP DATE OF NAME CHANGE: 20000202 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: QAT Investments SA CENTRAL INDEX KEY: 0001517064 STATE OF INCORPORATION: N4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 5 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35360 FILM NUMBER: 15732336 BUSINESS ADDRESS: STREET 1: BOULEVARD ROYAL 8 CITY: LUXEMBOURG STATE: N4 ZIP: L-2449 BUSINESS PHONE: 352 26 26 26 52 MAIL ADDRESS: STREET 1: BOULEVARD ROYAL 8 CITY: LUXEMBOURG STATE: N4 ZIP: L-2449 5 1 v405846_5.xml OWNERSHIP DOCUMENT X0306 5 2014-12-31 0 0 1 0001084384 ELEPHANT TALK COMMUNICATIONS CORP ETAK 0001517064 QAT Investments SA 6 RUE EUGENE RUPERT VERTIGO NOAS BUILDING LUXEMBOURG N4 L-2453 LUXEMBOURG 0 0 1 0 Common Stock 2008-09-30 4 A 0 L 367616 0 A 403175 D Common Stock 2009-02-20 4 A 0 L 1000000 0 A 403175 D Common Stock 2009-03-31 4 A 0 L 34000 0 A 403175 D Common Stock 2009-06-17 4 A 0 L 16667 0 A 403175 D Common Stock 2009-06-30 4 A 0 L 124800 0 A 403175 D Common Stock 2009-06-30 4 A 0 L 150000 0 A 403175 D Common Stock 2010-01-08 4 S 0 L 432262 1.00 D 403175 D Common Stock 2010-01-08 4 S 0 L 2000 1.00 D 403175 D Common Stock 2010-01-15 4 S 0 L 329545 1.10 D 403175 D Common Stock 2010-02-04 4 S 0 L 24390 1.40 D 403175 D Common Stock 2010-02-08 4 S 0 L 75503 1.10 D 403175 D Common Stock 2010-02-08 4 S 0 L 48780 1.40 D 403175 D Common Stock 2010-02-08 4 S 0 L 5185 1.35 D 403175 D Common Stock 2010-02-09 4 S 0 L 6312 1.10 D 403175 D Common Stock 2010-02-09 4 S 0 L 50277 1.35 D 403175 D Common Stock 2010-02-12 4 S 0 L 6637 1.10 D 403175 D Common Stock 2010-02-12 4 S 0 L 24336 1.40 D 403175 D Common Stock 2010-02-17 4 S 0 L 93900 1.10 D 403175 D Common Stock 2010-02-22 4 S 0 L 154136 1.10 D 403175 D Common Stock 2010-03-01 4 S 0 L 162336 1.25 D 403175 D Common Stock 2010-03-03 4 S 0 L 100000 1.10 D 403175 D Common Stock 2010-03-05 4 S 0 L 120000 1.10 D 403175 D Common Stock 2010-03-15 4 S 0 L 59484 1.22 D 403175 D Common Stock 2010-06-30 4 A 0 L 546092 0 A 403175 D Common Stock 2010-09-01 4 P 0 L 174420 1.50 A 403175 D Common Stock 2010-09-01 4 P 0 L 198501 1.50 A 403175 D Common Stock 2010-09-08 4 S 0 L 105000 1.25 D 403175 D Common Stock 2010-09-14 4 S 0 L 79550 1.25 D 403175 D Common Stock 2010-09-15 4 P 0 L 25624 1.50 A 403175 D Common Stock 2010-09-16 4 S 0 L 20000 1.25 D 403175 D Warrant 1.05 2008-08-18 4 P 0 L 357172 A 2008-08-18 2015-08-18 Common Stock 357172 892930 I See footnote Warrant 1.26 2008-08-18 4 P 0 L 357172 A 2008-08-18 2015-08-18 Common Stock 357172 892930 I See footnote Warrant 1.47 2008-08-18 4 P 0 L 178586 A 2008-08-18 2015-08-18 Common Stock 178586 892930 I See footnote Warrant 1.26 2008-08-18 4 J 0 L 1734081 A 2008-08-18 2015-08-18 Common Stock 1734081 3034645 I See footnote Warrant 1.47 2008-08-18 4 J 0 L 867041 A 2008-08-18 2015-08-18 Common Stock 867041 3034645 I See footnote Warrant 1.05 2008-08-18 4 J 0 L 173409 A 2008-08-18 2015-08-18 Common Stock 173409 3034645 I See footnote Warrant 1.26 2008-08-18 4 J 0 L 173409 A 2008-08-18 2015-08-18 Common Stock 173409 3034645 I See footnote Warrant 1.47 2008-08-18 4 J 0 L 86705 A 2008-08-18 2015-08-18 Common Stock 86705 3034645 I See footnote These shares were issued at no cost to the Reporting Person in lieu of certain cash compensation for services provided by Steven van der Velden and Mark Nije during 2007 to 2009, pursuant to certain consulting agreements between the Company and the Reporting Person. These shares were issued at no cost to the Reporting Person in lieu of certain cash compensation for services provided by Johan Dejager and Yves Van Sante during 2008 pursuant to certain consulting agreements between the Company and the Reporting Person. Shares were issued to the Reporting Person for services provided by Quercus Management Group N.V. ("QMG") pursuant to a private placement agent agreement dated May 8, 2008 among the issuer, QMG and Amelia (the "2008 Placement Agent Agreement"). The Reporting Person owns 100% of outstanding capital stock of QMG and is therefore the beneficial owner of these shares. Shares were issued to the Reporting Person for services provided by QMG pursuant to the 2008 Placement Agent Agreement. The Reporting Person owns 100% of outstanding capital stock of QMG and is therefore the beneficial owner of these shares. These shares were issued at no cost to the Reporting Person in lieu of certain cash compensation for services provided by Steven van der Velden during 2008 pursuant to certain consulting agreement between the Company and the Reporting Person. These shares were issued at no cost to the Reporting Person in lieu of certain cash bonus for services provided by Steven van der Velden pursuant to certain consulting agreement between the Company and the Reporting Person Shares were issued at no cost to the Reporting Person in lieu of certain cash compensation for services provided by Steven van der Velden during the first and second quarter of 2010, pursuant to certain consulting agreement between the Company and the Reporting Person These shares were acquired by the Reporting Person from Rising Water Capital, A.G.("RWC"), in which the Reporting Person holds a 51.3% interest, in a private transaction pursuant to Regulation S; These shares were acquired by the Reporting Person from Yves Sante in a private transaction pursuant to Regulation S. These warrants were issued to QMG pursuant to the 2008 Placement Agent Agreement. The Reporting Person owns 100% of outstanding capital stock of QMG and is therefore the beneficial owner of these warrants. These warrants are held by RWC.in which the Reporting Person holds a 51.3% interest. RWC acquired these warrants pursuant to a Settlement Agreement dated May 13, 2008 between the Company and RWC. Due to the EDGAR limitation that the maximum number of rows on a Form 5 is 30, the reporting person is filing two Form 5s for the fiscal year ended December 31, 2015. /s/ Bernard Moncarey 2015-03-27