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

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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^*

ROLLINS HARLEY L III

(Last)

(First)

(Middle)

8200 NW 52 TERRACE

SUITE 102

(Street)

MIAMI

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2011

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)
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								133,202	D
COMMON STOCK	03/31/2011	03/31/2011	J⁽¹⁾		392,000	A	$0.5	525,202	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)
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)
Option to Purchase Common Stock	$0.45	03/31/2011	03/31/2011	J⁽³⁾			170,000	12/03/2008	12/03/2017	Common Stock	170,000	$0.45	0	D
Option to Purchase Common Stock	$0.45	03/31/2011	03/31/2011	J⁽³⁾			415,000	09/02/2009	09/02/2018	Common Stock	415,000	$0.45	0	D
Option to Purchase Common Stock	$0.45	03/31/2011	03/31/2011	J⁽³⁾			415,000	06/04/2010	06/04/2019	Common Stock	415,000	$0.45	0	D
Option to Purchase Common Stock	$0.45	03/31/2011	03/31/2011	J⁽²⁾		1,000,000		03/31/2014⁽²⁾	03/31/2021	Common Stock	1,000,000	$0.45	1,000,000	D

Explanation of Responses:

1. These shares were awarded to Mr. Rollins 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.

2. These options were granted pursuant to an Employment Agreement between the Issuer and Mr. Rollins, dated March 31, 2011 ("Rollins 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 grant date, so long as the reporting person is continuously employed by the Issuer from the date of the Rollins Employment Agreement until each respective vesting date.

3. Upon the granting of the options pursuant to the Rollins Employment Agreement, these options were cancelled.

	HARLEY L. ROLLINS	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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