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^*

Hynes James P

(Last)

(First)

(Middle)

C/O HYNES CAPITAL RESOURCES

115 MEADOW RD.

(Street)

RIVERSIDE

06878

(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)

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

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	350,680	D
Common Stock	270,000	I	By Irrevocable Trust f/b/o Alanna Marie Hynes, dated June 30, 2003⁽¹⁾
Common Stock	270,000	I	By Irrevocable Trust f/b/o Katherine Vance Hynes, dated June 30, 2003⁽²⁾

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)
Series A Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	1,000,000	⁽³⁾	D
Series B-1 Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	168,839	⁽⁴⁾	D
Series B-2 Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	39,812	⁽⁵⁾	D
Stock Options (Right to Buy)	10/11/2007⁽⁶⁾	10/11/2016	Common Stock	70,000	$3.68	D

Explanation of Responses:

1. These securities are owned by the Irrevocable Trust f/b/o Alanna Marie Hynes, dated June 30, 2003 (the "Alanna Marie Hynes Trust"). Mr. Hynes may have a reminder interest in the Alanna Marie Hynes Trust and may therefore be deemed to be an indirect beneficial owner of the securities. Mr. Hynes 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 the Irrevocable Trust f/b/o Katherine Vance Hynes, dated June 30, 2003 (the "Katherine Vance Hynes Trust"). Mr. Hynes may have a reminder interest in the Katherine Vance Hynes Trust and may therefore be deemed to be an indirect beneficial owner of the securities. Mr. Hynes 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. The Series A 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 A Preferred Stock will automatically convert into the number of shares of common stock of Neutral Tandem, Inc. indicated in column 3.

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.

6. One-quarter of the options to which this note relates vested on 10/11/2007, the remaining three-quarters of the options are subject to vesting in equal installments monthly over the subsequent 36 months.

	/s/ Richard Monto, as Attorney in Fact for James P. Hynes	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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