SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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).

1. Name and Address of Reporting Person^*

Turner Robert Harold

(Last)

(First)

(Middle)

C/O PARETEUM CORPORATION,

100 PARK AVENUE SUITE 1600

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PARETEUM Corp [ TEUM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/22/2016

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 Following Reported Transaction(s) (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)	Code	V	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	01/04/2017		A		150,000⁽¹⁾	A	$0.33	150,000	D
Common Stock	01/04/2017		A		2,000,000⁽²⁾	A	$0.14	2,150,000	D
Common Stock	01/04/2017		A		223,400⁽³⁾	A	$0.12	2,373,400	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)	Code	V	(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)
Series A Convertible Preferred Stock	⁽⁴⁾	11/22/2016		S			6	09/30/2016	⁽⁴⁾	Common Stock	⁽⁴⁾	$60,000	0	D

Explanation of Responses:

1. The shares of Common Stock were issued to the reporting person pursuant to the Issuer's Amended and Restated 2008 Long-Term Incentive Compensation Plan, as amended, in respect of compensation owed pursuant to the reporting person's employment agreement dated Nov. 2015.

2. The shares of Common Stock were issued to the reporting person pursuant to the Issuer's Amended and Restated 2008 Long-Term Incentive Compensation Plan, as amended, in respect of compensation owed pursuant to the reporting person's employment agreement dated Nov. 2016.

3. The shares of Common Stock were issued to the reporting person pursuant to the Issuer's Amended and Restated 2008 Long-Term Incentive Compensation Plan, as amended, as reimbursement of unused vacation time for 2015 and 2016.

4. Series A Convertible Preferred Stock (the "Series A Preferred Stock") is convertible into shares of common stock, at the holder's election, at all times since issuance and has no expiration date (though the issuer may force the reporting person to convert the Series A Preferred Stock into shares of common stock at any time after September 2, 2017). Each share of Series A Preferred Stock is convertible into 0.04% of the Company's issued and outstanding shares of common stock immediately prior to conversion.

Remarks:

Executive Chairman and Principal Executive Officer

	/s/ Robert H. Turner	01/06/2017
	** 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).
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