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^*

QAT Investments SA

(Last)

(First)

(Middle)

6 RUE EUGENE RUPERT

VERTIGO NOAS BUILDING

(Street)

LUXEMBOURG

L-2453

(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)

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

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	09/30/2008		A4⁽¹⁾	367,616	A	$0	403,175	D
Common Stock	02/20/2009		A4⁽²⁾	1,000,000	A	$0	403,175	D
Common Stock	03/31/2009		A4⁽³⁾	34,000	A	$0	403,175	D
Common Stock	06/17/2009		A4⁽⁴⁾	16,667	A	$0	403,175	D
Common Stock	06/30/2009		A4⁽⁵⁾	124,800	A	$0	403,175	D
Common Stock	06/30/2009		A4⁽⁶⁾	150,000	A	$0	403,175	D
Common Stock	01/08/2010		S4	432,262	D	$1	403,175	D
Common Stock	01/08/2010		S4	2,000	D	$1	403,175	D
Common Stock	01/15/2010		S4	329,545	D	$1.1	403,175	D
Common Stock	02/04/2010		S4	24,390	D	$1.4	403,175	D
Common Stock	02/08/2010		S4	75,503	D	$1.1	403,175	D
Common Stock	02/08/2010		S4	48,780	D	$1.4	403,175	D
Common Stock	02/08/2010		S4	5,185	D	$1.35	403,175	D
Common Stock	02/09/2010		S4	6,312	D	$1.1	403,175	D
Common Stock	02/09/2010		S4	50,277	D	$1.35	403,175	D
Common Stock	02/12/2010		S4	6,637	D	$1.1	403,175	D
Common Stock	02/12/2010		S4	24,336	D	$1.4	403,175	D
Common Stock	02/17/2010		S4	93,900	D	$1.1	403,175	D
Common Stock	02/22/2010		S4	154,136	D	$1.1	403,175	D
Common Stock	03/01/2010		S4	162,336	D	$1.25	403,175	D
Common Stock	03/03/2010		S4	100,000	D	$1.1	403,175	D
Common Stock	03/05/2010		S4	120,000	D	$1.1	403,175	D
Common Stock	03/15/2010		S4	59,484	D	$1.22	403,175	D
Common Stock	06/30/2010		A4	546,092⁽⁷⁾	A	$0	403,175	D
Common Stock	09/01/2010		P4	174,420⁽⁸⁾	A	$1.5	403,175	D
Common Stock	09/01/2010		P4	198,501⁽⁹⁾	A	$1.5	403,175	D
Common Stock	09/08/2010		S4	105,000	D	$1.25	403,175	D
Common Stock	09/14/2010		S4	79,550	D	$1.25	403,175	D
Common Stock	09/15/2010		P4	25,624⁽⁸⁾	A	$1.5	403,175	D
Common Stock	09/16/2010		S4	20,000	D	$1.25	403,175	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	$1.05	08/18/2008		4P	357,172		08/18/2008	08/18/2015	Common Stock	357,172	⁽¹⁰⁾	892,930	I	See footnote⁽¹⁰⁾
Warrant	$1.26	08/18/2008		4P	357,172		08/18/2008	08/18/2015	Common Stock	357,172	⁽¹⁰⁾	892,930	I	See footnote⁽¹⁰⁾
Warrant	$1.47	08/18/2008		4P	178,586		08/18/2008	08/18/2015	Common Stock	178,586	⁽¹⁰⁾	892,930	I	See footnote⁽¹⁰⁾
Warrant	$1.26	08/18/2008		4J	1,734,081		08/18/2008	08/18/2015	Common Stock	1,734,081	⁽¹¹⁾	3,034,645	I	See footnote⁽¹¹⁾
Warrant	$1.47	08/18/2008		4J	867,041		08/18/2008	08/18/2015	Common Stock	867,041	⁽¹¹⁾	3,034,645	I	See footnote⁽¹¹⁾
Warrant	$1.05	08/18/2008		4J	173,409		08/18/2008	08/18/2015	Common Stock	173,409	⁽¹¹⁾	3,034,645	I	See footnote⁽¹¹⁾
Warrant	$1.26	08/18/2008		4J	173,409		08/18/2008	08/18/2015	Common Stock	173,409	⁽¹¹⁾	3,034,645	I	See footnote⁽¹¹⁾
Warrant	$1.47	08/18/2008		4J	86,705		08/18/2008	08/18/2015	Common Stock	86,705	⁽¹¹⁾	3,034,645	I	See footnote⁽¹¹⁾

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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

7. 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

8. 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;

9. These shares were acquired by the Reporting Person from Yves Sante in a private transaction pursuant to Regulation S.

10. 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.

11. 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.

Remarks:

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	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.