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*
Hynes James P

(Last) (First) (Middle)
C/O HYNES CAPITAL RESOURCES
115 MEADOW RD.

(Street)
RIVERSIDE CT 06878

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Neutral Tandem Inc [ TNDM ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/07/2007
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)
Code V Amount (A) or (D) Price
Common Stock 11/07/2007 S 27,000 D $14 243,000 I By Irrevocable Trust f/b/o Alanna Marie Hynes, dated June 30, 2003(1)
Common Stock 11/07/2007 S 27,000 D $14 243,000 I By Irrevocable Trust f/b/o Katherine Vance Hynes, dated June 30, 2003(2)
Common Stock 11/07/2007 C 1,000,000 A (3) 1,836,680(6) D
Common Stock 11/07/2007 C 168,839 A (4) 2,005,519(6) D
Common Stock 11/07/2007 C 39,812 A (5) 2,045,331(6) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock (3) 11/07/2007 C 1,000,000 (3) (3) Common Stock 1,000,000 (3) 0.00 D
Series B-1 Preferred Stock (4) 11/07/2007 C 168,839 (4) (4) Common Stock 168,839 (4) 0.00 D
Series B-2 Preferred Stock (5) 11/07/2007 C 39,812 (5) (5) Common Stock 39,812 (5) 0.00 D
Explanation of Responses:
1. Securities are owned by the Irrevocable Trust f/b/o Alanna Marie Hynes, dated June 30, 2003. Mr. Hynes may have a remainder interest in these trust and may be deemed to be an indirect beneficial owner of the securities. Mr. Hynes disclaims beneficial ownership of the reported securities except to the extent of any pecuniay interest therein. This report shall not be deemed to be an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 of any other purpose.
2. Securities are owned by the Irrevocable Trust f/b/o Katherine Vance Hynes, dated June 30, 2005. Securities are owned by the Irrevocable Trust f/b/o Alanna Marie Hynes, dated June 30, 2003. Mr. Hynes may have a remainder interest in these trust and may be deemed to be an indirect beneficial owner of the securities. Mr. Hynes disclaims beneficial ownership of the reported securities except to the extent of any pecuniay interest therein. This report shall not be deemed to be an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 of any other purpose.
3. The reporting person converted 1,000,000 shares of Class A Preferred Stock into common stock, resulting in his acquisition of 1,000,000 shares of common stock.
4. The reporting person converted 168,839 shares of Class B-1 Preferred Stock into common stock, resulting in his acquisition of 168,839 shares of common stock.
5. The reporting person converted 39,812 shares of Class B-2 Preferred Stock into common stock, resulting in his acquisition of 39,812 shares of common stock.
6. Includes 540,000 shares held indirectly by the trusts referenced in explanatory notes (1) and (2) above and includes 350,680 shares held directly by the reporting person.
/s/ Richard S. Monto, as Attorney in Fact for James P. Hynes 11/09/2007
** 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.