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^*

Evans G. Edward

(Last)

(First)

(Middle)

C/O NEUTRAL TANDEM, INC.

550 W. ADAMS STREET, SUITE 900

(Street)

CHICAGO

60661

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Neutral Tandem Inc [ IQNT ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/12/2013

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, par value $0.001 per share	06/12/2013		A		31,630⁽¹⁾⁽²⁾	A	$0.00	183,457	D
Common Stock, par value $0.001 per share	06/12/2013		F		10,232⁽³⁾	D	$4.84	173,225	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)
Employee Stock Options (right to purchase)	$2.67⁽¹⁾⁽²⁾	06/12/2013		P		276,770		⁽⁴⁾	03/15/2023	Common Stock	276,770	$0.00	276,770	D
Employee Stock Options (right to purchase)	$3.4	06/12/2013		H			276,770	⁽⁴⁾	03/15/2023	Common Stock	276,770	$0.00	0	D

Explanation of Responses:

1. To compensate holders of outstanding options under the Neutral Tandem, Inc. 2007 Amended and Restated Equity Incentive Plan (the "2007 Plan") for the reduction in the company's stock price that occurred on the ex dividend date of the company's recently declared special dividend of $1.25 per share (the "Special Dividend"), the company's compensation committee modified all options as is mandated by antidilutive provisions contained in the 2007 Plan. The amendment of such options to reduce the exercise price is disclosed in this report by reflecting a deemed cancelation of the "old" options and a corresponding grant of replacement options. To the extent the exercise price of such options could not be fully adjusted because of the limitations of Section 409A of the Internal Revenue Code, the company's compensation committee approved the issuance of shares of restricted stock pursuant to the Plan.

2. The effect of the exercise price adjustment and the issuance of new shares of restricted stock, taken together, is to provide each optionholder with the same value after the time that the company's common stock began trading ex-dividend as such optionholder had immediately prior to such time. Further, the newly issued restricted stock is 100% vested as of the date of the antidilutive adjustments.

3. The reported disposition represents the withholding of shares to cover tax obligations arising from the vesting of restricted stock.

4. One-quarter of the options to which this note relates vest on March 15, 2014; the remaining three-quarters of the options vest in equal annual installments on the second, third and fourth anniversary following March 15, 2014.

Remarks:

	/s/ Richard L. Monto, as Attorney-in-Fact for G. Edward Evans	06/14/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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