0001447387-12-000030.txt : 20120522 0001447387-12-000030.hdr.sgml : 20120522 20120521185635 ACCESSION NUMBER: 0001447387-12-000030 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120522 DATE AS OF CHANGE: 20120521 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CANNELL J CARLO CENTRAL INDEX KEY: 0001287649 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 1315 S. HWY 89, SUITE 203 STREET 2: P.O. BOX 3459 CITY: JACKSON STATE: WY ZIP: 83001 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Global Telecom & Technology, Inc. CENTRAL INDEX KEY: 0001315255 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 202096338 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80681 FILM NUMBER: 12860185 BUSINESS ADDRESS: STREET 1: 8484 WESTPARK DRIVE STREET 2: SUITE 720 CITY: MCLEAN STATE: VA ZIP: 22102 BUSINESS PHONE: (703) 442-5500 MAIL ADDRESS: STREET 1: 8484 WESTPARK DRIVE STREET 2: SUITE 720 CITY: MCLEAN STATE: VA ZIP: 22102 FORMER COMPANY: FORMER CONFORMED NAME: Mercator Partners Acquisition Corp. DATE OF NAME CHANGE: 20050124 SC 13D/A 1 gtlt04101213d10.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 10)* Global Telecom & Technology, Inc. -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.0001 per share -------------------------------------------------------------------------------- (Title of Class of Securities) 378979108 -------------------------------------------------------------------------------- (CUSIP Number) J. Carlo Cannell Cannell Capital, LLC P.O. Box 3459 Jackson, WY 83001 (415) 835-8300 -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 10, 2012 -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule l3G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a current valid OMB control number. Cusip No. 378979108 -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only): J. Carlo Cannell -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions): (a) (b) -------------------------------------------------------------------------------- 3. SEC Use Only -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions): WC/OO -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization: USA -------------------------------------------------------------------------------- Number of 7. Sole Voting Power: 3,472,080* ------------------------------------------ Shares Beneficially 8. Shared Voting Power: 0 ------------------------------------------ Owned by Each Reporting 9. Sole Dispositive Power: 3,472,080* ------------------------------------------ Person With 10. Shared Dispositive Power: 0 ------------------------------------------ -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 3,472,080* -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11): 18.4%* -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions): IN -------------------------------------------------------------------------------- * Based on information set forth on the Form 10-K of Global Telecom & Technology, Inc. (the "Company"), as filed with the Securities and Exchange Commission (the "SEC") on March 23, 2012 there were 18,910,564 shares of the Company's common stock, par value $0.0001 per share (the "Shares"), issued and outstanding as of December 31, 2011. As of April 10, 2012, Anegada Master Fund Limited ("Anegada"), Tristan Partners, L.P. ("Tristan"), The Cuttyhunk Master Portfolio ("Cutty"), Tonga Partners, L.P. ("Tonga") and Tonga Partners QP, L.P. ("Tonga QP" and collectively with Anegada, Tristan, Cutty and Tonga, the "Funds") owned in the aggregate (i) 3,472,080 shares of common stock, par value $0.0001 per share of Global Telecom & Technology, Inc. Cannell Capital LLC acts as the investment adviser to Anegada and Cutty, and is the general partner of and investment adviser to Tristan, Tonga and Tonga QP. Mr. J. Cannell is the sole managing member of Cannell Capital LLC. As a result, Mr. Cannell possesses sole power to vote and direct the disposition of all securities of the Company held by the Funds. Thus, for the purposes of Reg. Section 240.13d-3, as of April 10, 2012, Mr. Cannell is deemed to beneficially own 3,472,080 Shares, or approximately 18.4% of the Shares deemed issued and outstanding as of the Reporting Date. Item 3. Source and Amount of Funds or Other Consideration ------------------------------------------------- All of the funds used in making the purchase of the securities described in Item 5 of this Schedule 13D, as amended, came from the working capital of the Funds. As of April 10, 2012 (the "Reporting Date"), the Funds have invested an aggregate amount of $6,463,783 in the Shares or securities convertible or exercisable into Shares. Item 5. Interest in Securities of the Issuer ------------------------------------ Based on information set forth in the Company's 10-K as filed with the Securities and Exchange Commission on March 23, 2012, there were 18,910,564 Shares issued and outstanding as of December 31, 2011. As of the Reporting Date, the Funds owned in the aggregate (i) 3,472,080 Shares. The Adviser acts as the investment adviser to Anegada and Cutty and is the general partner of and investment adviser to Tristan, Tonga and Tonga QP. Mr. J. Carlo Cannell is the sole managing member of the Adviser. (a) As of the Reporting Date, for the purposes of Reg. Section 240.13d-3, Mr. Cannell is deemed to beneficially own 3,472,080 Shares, or approximately 18.4% of the Shares deemed outstanding as of the Reporting Date. (b) Mr. Cannell possesses the sole power to vote and to direct the disposition of the securities held by the Funds. (c) The following table details the transactions during the sixty days on or prior to the Reporting Date, or since the most recent filing on Schedule 13D, and from the Reporting Date through April 10, 2012 in Shares, or securities convertible into, exercisable for or exchangeable for Shares, by Mr. Cannell or any other person or entity controlled by him or any person or entity for which he possesses voting or investment control over the securities thereof. (Purchases) Date Security Quantity Price How Effected ---- -------- -------- ----- ------------ (Expired) Date Security Quantity Price How Effected ---- -------- -------- ----- ------------ 04/10/2012 shares 923,900 $0.00 Ordinary Brokerage None. (d) Not applicable. (e) Not applicable. Signature --------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. May 21, 2012 /s/ J. Carlo Cannell ------------------------------------------ J. Carlo Cannell in his capacity as the Managing Member of Cannell Capital LLC, investment adviser to Anegada Master Fund Limited and The Cuttyhunk Master Portfolio and the general partner of and investment adviser to Tonga Partners, L.P., Tonga Partners QP, L.P. and Tristan Partners, L.P. Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001). p