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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ELEPHANT TALK COMMUNICATIONS CORP [ ETAK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/13/2013 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 08/13/2013 | A | 1,840,631(1) | A | $0.71(1) | 3,831,667(2) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Warrant | $1.03 | 08/13/2013 | D | 1,253,194 | 05/24/2013 | 05/24/2018 | Common Stock | 1,253,194 | (3) | 0 | D |
Explanation of Responses: |
1. The warrant described under Table II was issued to the Reporting Person on May 24, 2013 pursuant to that certain Loan Agreement, dated May 24, 2013 by and between the Company and the Reporting Person (the "Loan Agreement"). On July 15, 2013 the Company entered into an amendment (the "Amendment") to terminate the Loan Agreement and cancel the Warrant. In Exchange for termination of the Loan Agreement, the Company entered into a Stock Purchase Agreement dated July15, 2013, (the "Purchase Agreement") with the Reporting Person pursuant to which the Company agreed to convert the Principal Amount of the loan into 1,840,631 restricted shares of the Company's Common Stock. The conversion rate calculated based on Euros (euros) to U.S Dollars ($) exchange rate as of July12, 2013 which was $0.71 per share (the "Conversion"). The closing of the Conversion occurred on August 13, 2013. |
2. The number of shares the Reporting Person does not includes shares sold without proper authorization by third party. |
3. The warrant was issued to the Reporting Person on May 24, 2013 pursuant to the Loan Agreement and was cancelled pursuant to the terms of the Purchase Agreement effective August13, 2013. |
/s/ Johan Leon Willy Gaston Dejager | 09/09/2013 | |
** 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. |