SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Junkroski Robert

(Last)

(First)

(Middle)

C/O NEUTRAL TANDEM, INC.

ONE SOUTH WACKER DRIVE, SUITE 200

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/01/2007

3. Issuer Name and Ticker or Trading Symbol
Neutral Tandem Inc [ TNDM ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer & EVP

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	575,600	D
Common Stock	20,000	I	By the Jonathan B. Junkroski Trust⁽¹⁾
Common Stock	20,000	I	By the Julia K. Junkroski Trust⁽²⁾
Common Stock	10,000	I	By Parents, as Joint Tenants

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Options (Right to Buy)	08/29/2007⁽³⁾	08/29/2016	Common Stock	50,000	$2.56	D
Series B-1 Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	337	⁽⁴⁾	D
Series B-2 Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	79	⁽⁵⁾	D

Explanation of Responses:

1. These securities are owned by a trust for the benefit of the reporting person's daughter. Mr. Junkroski may be deemed to be an indirect beneficial onwer of the securities. Mr. Junkroski disclaims beneficial ownership of the reported securities except to the extent of any pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

2. These securities are owned by a trust for the benefit of the reporting person's son. Mr. Junkroski may be deemed to be an indirect beneficial onwer of the securities. Mr. Junkroski disclaims beneficial ownership of the reported securities except to the extent of any pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

3. One quarter of the options to which this note relates vested on 8/29/2007, the remaining three quarters of the options are subject to vesting in equal installments over the subsequent 36 months.

4. The Series B-1 Preferred Stock is immediately convertible into Neutral Tandem, Inc. common stock and has no expiration date. Effective upon the closing of the issuer's initial public offering of common stock, the Series B-1 Preferred Stock will automatically convert into the number of shares of common stock of Neutral Tandem, Inc. indicated in column 3.

5. The Series B-2 Preferred Stock is immediately convertible into Neutral Tandem, Inc. common stock and has no expiration date. Effective upon the closing of the issuer's initial public offering of common stock, the Series B-2 Preferred Stock will automatically convert into the number of shares of common stock of Neutral Tandem, Inc. indicated in column 3.

	/s/ Richard S. Monto, as Attorney in Fact for Robert Junkroski	11/01/2007
	** 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 5 (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.
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