SEC FORM 4

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^*

Monto Richard

(Last)

(First)

(Middle)

C/O NEUTRAL TANDEM

550 W. ADAMS STREET, SUITE 900

(Street)

CHICAGO

60661

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Neutral Tandem Inc [ IQNT ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	GC & Corporate Secretary

3. Date of Earliest Transaction (Month/Day/Year)
11/28/2012

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	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, par value $0.001 per share	11/28/2012		A		4,966⁽¹⁾⁽²⁾	A	$0.00	135,054	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)
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)	Code	V	(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)
Employee Stock Options (right to purchase)	$4.14	11/28/2012		H			17,500	⁽³⁾	04/26/2017	Common Stock	17,500	$0.00	0	D
Employee Stock Options (right to purchase)	$1.77	11/28/2012		P		17,500		11/28/2012	04/26/2017	Common Stock	17,500	$0.00	17,500	D

Explanation of Responses:

1. In order to prevent the company's recent special one-time cash dividend from diluting the value of the reporting person's outstanding options issued pursuant to the Neutral Tandem, Inc. 2003 Stock Option and Stock Incentive Plan, the company's compensation committee discretionarily reduced the exercise price of such options, subject to the limitations of Section 409A of the Internal Revenue Code. The amendment of such options to reduce the exercise price resulted in the deemed cancelation of the "old" options and the grant of replacement options.

2. To the extent the exercise price of such options could not be fully adjusted because of the limitations of Section 409A of the Internal Revenue Code, the company's compensation committee approved the issuance of shares of restricted stock pursuant to the Neutral Tandem, Inc. Amended and Restated 2007 Long Term Equity Incentive Plan. The effect of the exercise price adjustment and the issuance of restricted stock, taken together, is to provide the reporting person with the same economic value after the time that the company's common stock began trading ex-dividend as the reporting person had immediately prior to such time. Further, because the reporting person's original options had previously vested in their entirety, the adjusted options and newly issued restricted stock were 100% vested as of the date of the antidilutive adjustments.

3. The reporting person's options were originally granted on April 26, 2007 and vested in four equal installments commencing on April 26, 2008.

Remarks:

	/s/ Richard L. Monto	11/30/2012
	** 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 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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