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*
Wren Rian J.

(Last) (First) (Middle)
C/O NEUTRAL TANDEM, INC.
550 W. ADAMS STREET, SUITE 900

(Street)
CHICAGO IL 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
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/13/2012
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 08/13/2012 M 47,326 A $1.17 144,141 D
Common Stock, par value $0.001 per share 08/13/2012 S 47,326 D $11.96 (1) 96,815 D
Common Stock, par value $0.001 per share 08/13/2012 M 20,000 A $3.68 116,815 D
Common Stock, par value $0.001 per share 08/13/2012 S 20,000 D $11.97 (2) 96,815 D
Common Stock, par value $0.001 per share 08/14/2012 M 5,202 A $3.68 102,017 D
Common Stock, par value $0.001 per share 08/14/2012 S 5,202 D $12.03 (3) 96,815 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
Employee Stock Options (right to purchase) $1.17 08/13/2012 M 47,326 (4) 02/06/2016 Common Stock 47,326 $0.00 0 D
Employee Stock Options (right to purchase) $3.68 08/13/2012 M 20,000 (5) 10/11/2016 Common Stock 20,000 $0.00 58,126 D
Employee Stock Options (right to purchase) $3.68 08/14/2012 M 5,202 (5) 10/11/2016 Common Stock 5,202 $0.00 52,924 D
Explanation of Responses:
1. The price reported in Column 4 is the weighted average trading price of the shares sold. These shares were sold in multiple transactions at prices ranging from $11.95 to $12.02, inclusive. Upon request, the reporting person will provide to the staff of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
2. The price reported in Column 4 is the weighted average trading price of the shares sold. These shares were sold in multiple transactions at prices ranging from $11.95 to $12.01, inclusive. Upon request, the reporting person will provide to the staff of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
3. The price reported in Column 4 is the weighted average trading price of the shares sold. These shares were sold in multiple transactions at prices ranging from $12.00 to $12.07, inclusive. Upon request, the reporting person will provide to the staff of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
4. One third of the original 864,000 options granted to which this line item relates vested on 2/06/2007, the remaining two-thirds of the options vested in equal monthly installments over the subsequent 36 months.
5. One third of the original 250,000 options granted to which this line item relates vested on 10/11/2007, the remaining two-thirds of the options vested in equal monthly installments over the subsequent 36 months.
Remarks:
/s/ Richard L. Monto, as Attorney-in-Fact for Rian J. Wren 08/14/2012
** 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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