| 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 |
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| 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. | |||||||||||||||||
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Form 4 Transactions Reported. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ELEPHANT TALK COMMUNICATIONS CORP [ ETAK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year) 12/31/2014 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | |||||||||||||||
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| 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) | ||||||||
| Amount | (A) or (D) | Price | |||||||||||||
| Common Stock | 09/20/2010 | S4 | 215,000 | D | $1.25 | 403,175 | D | ||||||||
| Common Stock | 09/23/2010 | S4 | 120,000 | D | $1.5 | 403,175 | D | ||||||||
| Common Stock | 09/26/2010 | S4 | 33,300(1) | D | $2 | 403,175 | D | ||||||||
| Common Stock | 09/26/2010 | S4 | 11,100 | D | $1.5 | 403,175 | D | ||||||||
| Common Stock | 09/28/2010 | S4 | 358,593 | D | $1.35 | 403,175 | D | ||||||||
| Common Stock | 09/28/2010 | S4 | 150,000 | D | $1.5 | 403,175 | D | ||||||||
| Common Stock | 09/28/2010 | S4 | 35,000(2) | D | $2 | 403,175 | D | ||||||||
| Common Stock | 09/28/2010 | S4 | 5,000(3) | D | $1.75 | 403,175 | D | ||||||||
| Common Stock | 03/12/2010 | S4 | 26,650 | D | $1.22 | 13,676,083 | I | See footnote(4) | |||||||
| Common Stock | 05/20/2010 | S4 | 125,189 | D | $1.2 | 13,676,083 | I | See footnote(4) | |||||||
| Common Stock | 04/21/2011 | A4 | 42,912 | A | $0 | 403,175 | D(5) | ||||||||
| Common Stock | 08/02/2011 | A4 | 30,427 | A | $0 | 403,175 | D(6) | ||||||||
| Common Stock | 10/24/2011 | A4 | 26,488 | A | $0 | 403,175 | D(7) | ||||||||
| Common Stock | 03/01/2012 | A4 | 27,784 | A | $0 | 403,175 | D(8) | ||||||||
| Common Stock | 04/17/2012 | A4 | 28,014 | A | $0 | 403,175 | D(9) | ||||||||
| Common Stock | 10/07/2012 | A4 | 34,562 | A | $0 | 403,175 | D(10) | ||||||||
| Common Stock | 10/15/2012 | A4 | 44,909 | A | $0 | 403,175 | D(11) | ||||||||
| Common Stock | 01/17/2013 | A4 | 55,608 | A | $0 | 403,175 | D(12) | ||||||||
| Common Stock | 04/22/2013 | A4 | 69,410 | A | $0 | 403,175 | D(13) | ||||||||
| Common Stock | 08/01/2013 | A4 | 43,061 | A | $0 | 403,175 | D(14) | ||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | ||||||||||||||
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| 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) | |||
| (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
| Explanation of Responses: |
| 1. The Reporting Person's sale of these shares were matchable under Section 16 (b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to the extent of 33,300 shares with the Reporting Person's purchases of 33,300 shares at a price of $1.50 per share on September 1, 2010. The Reporting Person had paid $16,650 to the Company, representing the full amount of the profit realized in connection with this short-swing transaction. |
| 2. The Reporting Person's sale of these shares were matchable under Section 16 (b) of the Exchange Act, to the extent of 35,000 shares with the Reporting Person's purchases of 33,300 shares at a price of $1.50 per share on September 1, 2010. The Reporting Person had paid $17,500 to the Company, representing the full amount of the profit realized in connection with this short-swing transaction. |
| 3. The Reporting Person's sale of these shares were matchable under Section 16 (b) of the Exchange Act, to the extent of 5,000 shares with the Reporting Person's purchases of 33,300 shares at a price of $1.50 per share on September 1, 2010. The Reporting Person had paid $1,250 to the Company, representing the full amount of the profit realized in connection with this short-swing transaction. |
| 4. Shares are held by RWC, which the Reporting Person holds a 51.3% interest. RWC sold the shares to the Reporting Person in a private transaction pursuant to Regulation S. |
| 5. Shares were issued at no cost to the Reporting Person in lieu of certain cash compensation for services provided by Steven van der Velden, Yves Van Sante and Johan Dejager, during the first quarter of 2011, pursuant to certain consulting agreement between the Company and the Reporting Person; |
| 6. Shares were issued at no cost to the Reporting Person in lieu of certain cash compensation for services provided by Steven van der Velden, Yves Van Sante and Johan Dejager, during the second quarter of 2011, 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, Yves Van Sante and Johan Dejager, during the third quarter of 2011, pursuant to certain consulting agreement between the Company and the Reporting Person |
| 8. Shares were issued at no cost to the Reporting Person in lieu of certain cash compensation for services provided by Steven van der Velden, Yves Van Sante and Johan Dejager, during the fourth quarter of 2011, pursuant to certain consulting agreement between the Company and the Reporting Person |
| 9. Shares were issued at no cost to the Reporting Person in lieu of certain cash compensation for services provided by Steven van der Velden, Yves Van Sante and Johan Dejager , during the first quarter of 2012, pursuant to certain consulting agreement between the Company and the Reporting Person; |
| 10. Shares were issued at no cost to the Reporting Person in lieu of certain cash compensation for services provided by Steven van der Velden, Yves Van Sante and Johan Dejager , during the second quarter of 2012, pursuant to certain consulting agreement between the Company and the Reporting Person |
| 11. Shares were issued at no cost to the Reporting Person in lieu of certain cash compensation for services provided by Steven van der Velden, Yves Van Sante and Johan Dejager, during the third quarter of 2012, pursuant to certain consulting agreement between the Company and the Reporting Person |
| 12. Shares were issued at no cost to the Reporting Person in lieu of certain cash compensation for services provided by Steven van der Velden, Yves Van Sante and Johan Dejager, during the fourth quarter of 2012, pursuant to certain consulting agreement between the Company and the Reporting Person |
| 13. Shares were issued at no cost to the Reporting Person in lieu of certain cash compensation for services provided by Steven van der Velden, Yves Van Sante and Johan Dejager , during the first quarter of 2013, pursuant to certain consulting agreement between the Company and the Reporting Person |
| 14. 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 second quarter of 2013, pursuant to certain consulting agreement between the Company and the Reporting Person |
| 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. | ||