SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Piovanetti Francesco

(Last) (First) (Middle)
BBVA BUILDING, P1
254 MUNOZ RIVERA AVENUE

(Street)
SAN JUAN PR 00918

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/02/2012
3. Issuer Name and Ticker or Trading Symbol
Net Element International, Inc. [ NETE ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 1,150,000(1)(3) I See Footnotes(1)(3)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants 04/02/2013 10/02/2017 Common Stock 3,714,000(2)(3) $7.5 I See Footnotes(2)(3)
Explanation of Responses:
1. These shares of common stock, par value $0.0001 per share, of the Issuer (the "Shares") are held by Arco Group LLC, a Puerto Rico limited liability company ("Arco Group").
2. These warrants of the Issuer (the "Warrants") are held by Arco Group.
3. Mr. Piovanetti has a majority, controlling interest in Arco Group. Consequently, Mr. Piovanetti has voting control, investment discretion and dispositive power over each of the Shares and the Warrants held by Arco Group. As a result of the foregoing, Mr. Piovanetti may be deemed to have beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended) of each of the Shares and the Warrants held by Arco Group.
/s/ Francesco Piovanetti 10/12/2012
** 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 5 (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.
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