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*
PIZARRO PEDRO R
(Last) (First) (Middle)
8200 NW 52 TERRACE
SUITE 102
(Street)
MIAMI FL 33166
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ELANDIA INTERNATIONAL INC. [ ELAN.OB ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President
3. Date of Earliest Transaction (Month/Day/Year)
03/30/2011
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 750,000 I By: Pedro R. Pizarro Trustee of Pedro R. Pizarro Revocable Trust Dated June 18, 1996
Common Stock 8,853 I By: Pizarro Investment Holdings, LP
Common SDtock 03/30/2011 03/30/2011 J 12,364,377 D $0.00 0(1) I By: Pete R. Pizarro, Trustee under Voting Trust Agreement, dated February 6, 2009
Series B Convertible Preferred Stock 03/30/2011 03/30/2011 J 4,118,263 D $0.00 0(2) I By: Pete Pizarro, Trustee under Voting Trust Agreement, dated February 6, 2009
Common Stock 03/31/2011 03/31/2011 J 1,120,000 A $0.5 1,139,500(3) 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
Option to Purchase Common Stock $0.45 03/31/2011 03/31/2011 J(5) 3,122,000 03/10/2008 02/15/2018 Common Stock 3,122,000 $0.45 0(5) D
Option to Purchase common Stock $0.45 03/31/2011 03/31/2011 J(5) 78,000 08/21/2008 07/21/2018 Common Stock 78,000 $0.45 0(5) D
Option to Purchase Common Stock $0.45 03/31/2011 03/31/2011 J(5) 1,000,000 06/04/2010 06/04/2019 Common Stock 1,000,000 $0.45 0(5) D
Option to Purchase Common Stock $0.45 03/31/2011 03/31/2011 J(4) 4,200,000 03/31/2014(4) 03/31/2021 Common Stock 4,200,000 $0.45 4,200,000 D
Explanation of Responses:
1. Pursuant to a Voting Trust Agreement between Mr. Pizarro, as Trustee, Stanford International Bank Ltd. ("SIBL") and the Issuer, dated February 6, 2009 (the "Voting Trust"), SIBL agreed to deposit with "Pete R. Pizarro, Trustee, or his successor in trust" under the Voting Trust an aggregate of 12,364,377 shares of the Issuer's common stock, par value $.00001 per share. On March 30, 2011, the Issuer, Ralph S. Janvey as Receiver for the assets of SIBL, and Mr. Pizarro as Trustee, entered into an agreement to terminate the Voting Trust, thereby releaseing 12,364,377 shares of the Issuer's common stock to SIBL.
2. Pursuant to the Voting Trust, SIBL agreed to deposit with "Pete R. Pizarro, Trustee, or his successor in trust" under the Voting Trust an aggregate of 4,118,263 shares of the Issuer's Series B $6.75 Convertible Preferred Stock (the "Series B Stock"). On March 30, 2011, the Issuer, Ralph S. Janvey as Receiver for the assets of SIBL, and Mr. Pizarro as Trustee, entered into an agreement to terminate the Voting Trust, thereby releasing the 4,118,263 shares of the Series B Stock.
3. These shares were awarded to Mr. Pizarro as compensation for his agreement to waive the change in control provision of his Employment Agreement with the Issuer, and cancellation of all of his prior vested stock options.
4. These options were granted pursuant to the Employment Agreement between the Issuer and Mr. Pizarro, dated March 31, 2011 ("Pizarro Employment Agreement"); 25% of the options will vest on the three-year anniversary of the grant date and 75% will vest equally, on a quarterly basis, over a 12-month period commencing on the three-year anniversary of the grant date, so long as the reporting person is continuously employed by the Issuer from the date of the Pizarro Employment Agreement until each respective vesting date.
5. Upon the granting of the options pursuant to the Pizarro Employment Agreement, these options were cancelled.
PEDRO R. PIZARRO 04/01/2011
** 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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