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* Nije Mark (Last) (First) (Middle) SCHIPHOL BOULEVARD 249 (Street) 1118 BH SCHIPHOL P7 1180 (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) Director 10% Owner X Officer (give title below) Other (specify below) Chief Financial Officer
	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							384,912	D
Common stock, no par value per share	06/30/2009		A4	100,000	A	(1)	100,000	I	Please see footnote(2)
Common stock, no par value per share							5,419(3)	I	Please see footnote(4)(10)
Common stock, no par value per share							44,866(3)	I	Please see footnote(5)(10)

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	$1.05						08/18/2008	08/18/2013	Common Stock	(6)		1,143	I	Please see footnote(6)(10)
Warrant	$1.26						08/18/2008	08/18/2013	Common Stock	(6)		1,143	I	Please see footnote(6)(10)
Warrant	$1.47						08/18/2008	08/18/2013	Common Stock	(6)		571	I	Please see footnote(6)(10)
Warrant	$1	07/31/2009		4A	12,800		07/31/2009	07/31/2014	Common Stock	12,800	(7)	12,800	I	Please see footnote(7)(10)
Warrant	$1	10/30/2009		4A	4,160		10/30/2009	10/30/2014	Common Stock	4,160	(8)	4,160	I	Please see footnote(8)(10)
Warrant	$1	10/30/2009		4A	2,477		10/30/2009	10/30/2014	Common Stock	2,477	(9)	2,477	I	Please see footnote(9)(10)

Explanation of Responses:

1. The shares of common stock were granted as employment compensation.

2. The shares of common stock were granted to LMI Europe BV, of which Mr. Nije has 100% ownership.

3. Includes shares held by such entity only to the extent in which the reporting person has a pecuniary interest therein.

4. These shares are held by QAT Investments SA ("QAT"), an entity in which Reporting Person holds a 0.32% ownership interest.

5. The shares were held by Rising Water Capital, AG, an entity in which Reporting Person holds a 0.16% ownership interest.

6. Includes warrants issued at no cost to QAT.

7. 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.

8. 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.

9. These warrants were issued at no cost to QMG, a wholly owned subsidiary of QAT. QMG received these warrants for services rendered in connection with a private placement offering of the Issuer.

10. All amounts reflect Reporting Person's pecuniary interest only.

	/s/ Mark Nije	03/30/2010
	** 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.