SEC FORM 4

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Turits Phillip

(Last)

(First)

(Middle)

C/O FUSION TELECOMMUNICATIONS

420 LEXINGTON AVENUE, SUITE #1718

(Street)

NEW YORK

10170

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FUSION TELECOMMUNICATIONS INTERNATIONAL INC [ FSNN ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/22/2014

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/22/2014		S		7,500⁽¹⁾	D	$5⁽¹⁾	0	D
Common Stock	08/28/2014		S		4,155⁽¹⁾	D	$5⁽¹⁾⁽²⁾	95,828⁽¹⁾	D
Common Stock	09/08/2014⁽³⁾		S		16,311⁽¹⁾⁽³⁾	D	⁽¹⁾⁽³⁾	17,194⁽¹⁾⁽³⁾	I⁽³⁾⁽⁵⁾	By son⁽³⁾⁽⁵⁾
Common Stock	09/12/2014⁽⁴⁾		S		11,943⁽¹⁾⁽⁴⁾	D	⁽¹⁾⁽⁴⁾	21,562⁽¹⁾⁽⁴⁾	I⁽⁴⁾⁽⁵⁾	By Daughter⁽⁴⁾⁽⁵⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A-1 Preferred Stock	$82.5							09/18/2014	09/18/2014	Common Stock	303⁽¹⁾		0	D
Series A-2 Preferred Stock	$41.5							09/18/2014	09/18/2014	Common Stock	723⁽¹⁾		0	D
Series B-2 Preferred Stock	$6.25							09/18/2014	09/18/2014	Common Stock	1,280⁽¹⁾		0	D
Warrants	⁽⁶⁾	09/18/2014⁽⁶⁾		A		0⁽⁶⁾		⁽⁶⁾	⁽⁶⁾	Common Stock	⁽¹⁾⁽⁶⁾	$0⁽⁶⁾	0⁽⁶⁾	D
Options	⁽⁷⁾	09/18/2014⁽⁷⁾		A		2,800		⁽⁷⁾	⁽⁷⁾	Common Stock	⁽⁷⁾	$0⁽⁷⁾	0⁽⁷⁾	D

Explanation of Responses:

1. On May 13, 2014, Fusion completed a 50 for 1 reverse stock split. All numbers reported on this form give effect to that reverse stock split.

2. These shares have been transferred in settlement of a debt. Actual price can?t be determined until they are sold by the creditor.

3. Since September 8, 2014, James Turits has sold a total of 16,311 shares of the Company?s common stock on the following dates and at the following prices: September 8, 2014, 1,000 shares at $4.50 per share; September 10, 2014, 4,000 shares at $4.45 per share and 400 shares at $4.40 per share; September 11, 3,000 shares at $4.65 per share and 2,000 shares at $4.40 per share; September 12, 2014, 2,000 at $4.60 per share and 911 shares at $4.65 per share; September 15, 2014, 1,000 shares at $4.65 per share and 600 shares at $4.70 per share; and on September 16, 2014, 900 shares at $4.65 per share and 500 shares at $4.60 per share.

4. Since September 12, 2014, Isabelle Turits has sold a total of 11,943 shares of the Company?s common stock on the following dates and at the following prices: September 12, 2014, 1,200 shares at $4.70 per share; September 15, 2014, 1,000 shares at $4.50 per share and 743 at $4.75 per share; September 16, 2014, 1,734 shares at $4.6035 per share and 266 shares $4.60 per share; September 17, 2014, 2,506 shares at $4.76 per share, 662 shares at $4.75 per share, 300 shares at $4.77 per share, 276 shares at $4.80 per share, 238 at $4.82 per share and 18 shares at $4.76 per share; and on September 18, 2014, 2,000 shares at $4.70 per share and 1,000 shares at $4.75 per share.

5. Mr. Turits disclaims beneficial ownership of these shares.

6. In connection with the various purchases of the Company?s Preferred Shares, such shares have come with warrants to purchase shares of the Company?s common stock. Mr. Turits currently has the following warrants: warrants to purchase 361 shares at $41.50 per share which expire on November 9, 2014; warrants to purchase 366 shares at $6.85 per share which expire on October 22, 2017; warrants to purchase 111 shares at $10.80 per share which expire on November 16, 2014; warrants to 4,875 shares at $9.60 per share that expire on November 18, 2014; warrants to purchase 666 shares at $7.00 per share that expire on February 3, 2015; warrants to purchase 762 shares at $4.70 per share that expire on July 1, 2018; warrants to purchase 128 shares at $6.25 per share that expire on December 31, 2018; and warrants to purchase 192 shares at $6.25 per share that expire on January 24, 2019.

7. During the past six years, Mr. Turits has received the grant of stock options in connection with his service as a Director to the Company. These option grants were apparently not previously reported on a Form 4 or Form 5. These grants were as follows: March 26, 2008, 400 shares at a strike price of $15.50 per share; March 26, 2009, 400 shares at a strike price of $5.50 per share; April 14, 2010, 500 shares at a strike price of $6.00 per share; October 19, 2011, 500 shares at a strike price of $4.50 per share; October 17, 2012, 500 shares at a strike price of $5.50 per share; and January 15, 2014, 500 shares at a strike price of $7.00 per share. Each of these options were immediately exercisable and expire on the seventh anniversary of their issue date.

	/s/ Phillip D. Turits	09/18/2014
	** 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.