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