SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

DEJAGER JOHAN LEON WILLY GASTON

(Last)

(First)

(Middle)

SCHIPHOL BOULEVARD 249

1118 BH

(Street)

LUCHTHAVEN

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ELEPHANT TALK COMMUNICATIONS INC [ ETAK ]

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

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

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2008

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 at end of Issuer's Fiscal Year (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)	3. Transaction Code (Instr. 8)	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, no par value	06/11/2008		P4	1,007,467⁽¹⁾	A	$0.9375⁽⁷⁾	0	D
Common Stock, no par value	09/30/2008		P4	619,048⁽²⁾	A	$1.05⁽⁷⁾	1,626,515	D
Common Stock, no par value	06/11/2008		C4	5,017,007	A	$0.875⁽⁷⁾	0	I	See Footnote⁽³⁾
Common Stock, no par value	06/11/2008		C4	3,380,276	A	$1.05⁽⁷⁾	0	I	See Footnote⁽⁴⁾
Common Stock, no par value	06/11/2008		P4	3,837,896	A	$0.875⁽⁷⁾	0	I	See Footnote⁽⁵⁾
Common Stock, no par value	06/11/2008		A4	10,341,855	A	⁽⁶⁾	26,577,032	I	See Footnote⁽⁶⁾
Common Stock, no par value	10/26/2008		A4	367,616	A	⁽⁸⁾	367,616	I	See Footnote⁽⁸⁾

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)	4. Transaction Code (Instr. 8)	(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)
Warrant	$1.26	09/30/2008		4P	0		05/13/2008	05/13/2013	Common Stock, no par value	619,048	⁽²⁾	619,048	D
Warrant	$1.47	09/30/2008		4P	0		05/13/2008	05/13/2013	Common Stock, no par value	309,524	⁽²⁾	309,524	D

Explanation of Responses:

1. These securities were originally purchased by Reporting Person on December 28, 2006; however, at that time Registrant lacked the requisite shares of authorized, but unissued, common stock and these securities were not issued to the Reporting Person. On June 11, 2008, Registrant effected a 25 to 1 reverse split of Registrant's common stock, no par value (the "Reverse Split"). Also on that date, Registrant issued the 25,186,667 shares owed to the Reporting Person, proportionally adjusted to reflect the Reverse Split.

2. These securities were authorized for issuance to the Reporting Person as part of a private placement offering of units consisting of common stock, no par value, warrants to purchase common stock, no par value, at $1.26/share and warrants to purchase common stock, no par value, at $1.47/share (the "Units"). The Units were actually issued to the Reporting Person on September 30, 2008 and their exercise prices have been adjusted to reflect the Reverse Split.

3. These securities were issued to Rising Water Capital A.G. ("RWC") pursuant to a Settlement Agreement entered into May 8, 2008 by and between the Registrant and RWC (the "Settlement Agreement") as a result of the conversion of a $3.5 million convertible promissory note together with accrued interest, at a conversion price equal to one share per each $0.875 owed to RWC (the conversion price was proportionally adjusted to reflect the Reverse Split). Following the Reverse Split the shares, which were owed to RWC, were issued. Reporting Person is on the management committee and holds a 7.28% ownership interest in Quercus Aimer Trust Investments SA ("QAT Investments"), a Luxembourg investment fund which owns 51.3% of the capital stock of RWC. Reporting Person disclaims beneficial ownership of all such securities, except to the extent of his pecuniary interest therein.

4. These securities were issued to RWC pursuant to the Settlement Agreement as a result of the conversion of a $3.0 million convertible promissory note, together with accrued interest; at a conversion price equal to one share per each $1.05 owed to RWC (the conversion price was proportionally adjusted to reflect the Reverse Split). Reporting Person disclaims beneficial ownership of all such securities, except to the extent of his pecuniary interest therein.

5. Pursuant to a Securities Purchase Agreement by and between RWC and Registrant dated June 30, 2005 (the "Securities Purchase Agreement") 195,947,395 shares of common stock, no par value, were approved for issuance to RWC; however, at such time, Registrant lacked the requisite number of authorized, but unissued, shares of common stock. As such, RWC was only issued 100,000,000 shares. Reporting Person disclaims beneficial ownership of all such securities, except to the extent of his pecuniary interest therein.

6. These securities were originally approved for issuance to RWC, at no cost, as compensation for losses and potential losses related to claimed breaches of warranties and representations of the Company made in the Stock Purchase Agreement as part of a settlement agreement dated October 30, 2006 (the "October 2006 Agreement"); however, at that time, Registrant lacked the requisite shares of authorized, but unissued, common stock and these securities were not issued to RWC. Following the Reverse Split the October 2006 Agreement shares, which were owed to RWC, were issued. Reporting Person disclaims beneficial ownership of all such securities, except to the extent of his pecuniary interest therein.

7. These prices have been proportionally adjusted to reflect the Reverse Split.

8. On September 26, 2008, 200,000 of the management shares of Common Stock to which Steven van der Velden, Issuer's Chairman, President and Chief Executive Officer was entitled and 167,616 management shares of the Common Stock to which Mark Nije, Issuer's General Manager - Europe was entitled, were issued directly to QAT Investments, at no cost. Reporting Person disclaims beneficial ownership of all such securities, except to the extent of his pecuniary interest therein.

	/s/ Johan Dejager	03/23/2009
	** 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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