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*
DOLL DIXON
(Last) (First) (Middle)
C/O DCM INVESTMENT MANAGEMENT III, LLC
2420 SAND HILL ROAD, SUITE 200
(Street)
MENLO PARK CA 94025
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Neutral Tandem Inc [ TNDM ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/13/2008
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)
Code V Amount (A) or (D) Price
Common Stock, par value $0.001 per Share 11/13/2008 J(1) 1,629,242 D $0 655,536 I By DCMIII(2)(3)
Common Stock, par value $0.001 per Share 11/13/2008 J(1) 43,167 D $0 17,369 I By DCMIII-A(2)(4)
Common Stock, par value $0.001 per Share 11/13/2008 J(1) 79,603 D $0 32,028 I By Aff III(2)(5)
Common Stock, par value $0.001 per Share 11/13/2008 J(1) 5,695 A $0 122,930 I By Trust(6)
Common Stock, par value $0.001 per Share 11/13/2008 J(1) 893 A $0 2,537 I By BFLP(7)
Common Stock, par value $0.001 per Share 70,000 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Distributed without additional consideration to partners in pro rata distributions pursuant to partnership agreements.
2. DCM Investment Management III, L.L.C., a Delaware limited liability company ("GPIII") is the general partner of DCM III, L.P., a Delaware limited partnership ("DCMIII"), DCM III-A, L.P., a Delaware limited partnership ("DCMIII-A"), and DCM Affiliates Fund III, L.P., a Delaware limited partnership ("Aff III") and may be deemed to be the beneficial owner of shares of the issuer directly owned by DCMIII, DCMIII-A and Aff III. Dr. Doll is a managing member of GPIII and exercises shared voting and investment power over the shares held directly by DCMIII, DCMIII-A, and Aff III. Each of GPIII and Dr. Doll disclaims beneficial ownership of the shares held by DCMIII, DCMIII-A and Aff III except to the extent of his pecuniary interest therein.
3. These securities are owned solely by DCM III, L.P.
4. These securities are owned solely by DCM III-A, L.P.
5. These securities are owned solely by DCM Affiliates Fund III, L.P.
6. These securities are owned by The Dixon and Carol Doll Family Trust (the "Trust"). Dr. Doll is a beneficiary of the Trust, and may be deemed to be an indirect beneficial owner of the securities. Dr. Doll disclaims beneficial ownership of the reported securities except to the extent of any pecuniary interest therein.
7. These securities are owned by The Birchwood Family Limited Partnership (the "BFLP"). Dr. Doll is a general partner of the BFLP, and may be deemed to be an indirect beneficial owner of the securities. Dr. Doll disclaims beneficial ownership of the reported securities except to the extent of any pecuniary interest therein.
/s/ Matthew C. Bonner as Attorney-in-Fact 11/17/2008
** 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.