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	OMB APPROVAL OMB Number: 3235-0362 Estimated average burden hours per response: 1.0
	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.
X	Form 4 Transactions Reported.

1. Name and Address of Reporting Person* VAN DER VELDEN STEVEN PAUL KAREL MARIE (Last) (First) (Middle) SCHIPHOL BOULEVARD 249 (Street) BH SCHIPHOL P7 1118 (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 X Officer (give title below) Other (specify below) President; CEO
	3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2009
	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)
				Amount	(A) or (D)	Price
Common stock, no par value per share							1,365,547	D
Common stock, no par value per share	06/30/2009		A4	46,185(1)	A	(2)	521,300(1)	I	Please see footnote(3)
Common stock, no par value per share							8,967,215(1)	I	Please see footnote(4)
Common stock, no par value per share							975,744(1)	I	Please see footnote(5)
Common stock, no par value per share							471,070(1)	I	Please see footnote(6)
Common stock, no par value per share							1,416,415(1)	I	Please see footnote(7)

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)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant	$1.26						05/15/2008	05/15/2013	Common Stock	1,416,415		1,416,415	I	Please see footnote(8)(9)
Warrant	$1.47						05/15/2008	05/15/2013	Common Stock	708,207		708,207	I	Please see footnote(8)(9)
Warrant	$1.05						08/18/2008	08/18/2013	Common Stock	220,830		220,830	I	Please see footnote(8)(10)
Warrant	$1.26						08/18/2008	08/18/2013	Common Stock	220,830		220,830	I	Please see footnote(8)(11)
Warrant	$1.47						08/18/2008	08/18/2013	Common Stock	110,416		110,416	I	Please see footnote(8)(12)
Warrant	$1	07/31/2009		4A	1,231,600		07/31/2009	07/31/2014	Common Stock	1,213,600	(13)	1,231,600	I	Please see footnote(8)(13)
Warrant	$1	10/30/2009		4A	400,280		10/30/2009	10/30/2014	Common Stock	400,270	(14)	400,270	I	Please see footnote(8)(14)
Warrant	$1	10/30/2009		4A	238,321		10/30/2009	10/30/2014	Common Stock	238,321	(15)	238,321	I	Please see footnote(8)(15)

Explanation of Responses:

1. Includes share held by such entity to the extent in which Reporting Peron has a pecuniary interest.

2. The shares of restricted common stock were granted at no cost to QAT Investments SA ("QAT Investments") as employment compensation. Person holds a 30.79% ownership interest in QAT Investments.

3. These shares are held by QAT Investments.

4. These shares are held by Rising Water Capital, AG ("RWC"). Reporting Person holds a 32.80% ownership interest in RWC.

5. These shares are held by Interfield Consultancy SI Ltd. ("IFC"). Reporting Person holds a 100% ownership interest in IFC.

6. These shares are held by CMV Invest CVA ("CMV I"). Reporting Person holds a 27.25% ownership interest in CMV I.

7. These shares are held by CMV Invest II CVA ("CMV II"). Reporting Person holds a 40.75% ownership interest in CMV II.

8. Includes warrants held by such entity only to the extent in which Reporting Person has a pecuniary interest.

9. This warrant was issued to CMV II as part of CMV II's purchase of 3,475,864 shares of Issuer's common stock.

10. Includes 110,857 warrants held by RWC and issued at no cost and 109,973 warrants held by QAT Investments and issued at no cost, in which Reporting Person has a pecuniary interest.

11. Includes 110,857 warrants held by RWC and issued at no cost and 109,973 warrants held by QAT Investments and issued at no cost, in which Reporting Person has a pecuniary interest.

12. Includes 55,429 warrants held by RWC and issued at no cost and 54,987 warrants held by QAT Investments and issued at no cost, in which Reporting Person has a pecuniary interest.

13. These warrants were issued at no cost to QAT as part of the private placement offering of the Issuer that closed on July 31, 2009 pursuant to which QAT converted certain loans owed by the Issuer to QAT into the private placement and represent Reporting Person's pecuniary interest.

14. These warrants were issued at no cost to QAT as part of the private placement offering of the Issuer that closed on October 30, 2009 pursuant to which QAT converted certain loans owed by the Issuer to QAT into the private placement and represent Reporting Person's pecuniary interest

15. These warrants were issued at no cost to Quercus Management Group, NV ("QMG"). QMG is a wholly owned subsidiary of QAT and received these warrants for services rendered in connnection with a private placement offering of the Issuer and represent Reporting Person's pecuniary interest

	/s/ Steven van der Velden	03/30/2010
	** Signature of Reporting Person	Date
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