0000902664-18-000221.txt : 20180116 0000902664-18-000221.hdr.sgml : 20180116 20180116125458 ACCESSION NUMBER: 0000902664-18-000221 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180116 DATE AS OF CHANGE: 20180116 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PARETEUM Corp CENTRAL INDEX KEY: 0001084384 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 954557538 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81348 FILM NUMBER: 18528097 BUSINESS ADDRESS: STREET 1: 1185 AVENUE OF THE AMERICAS STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-984-1096 MAIL ADDRESS: STREET 1: 1185 AVENUE OF THE AMERICAS STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: ELEPHANT TALK COMMUNICATIONS CORP DATE OF NAME CHANGE: 20111003 FORMER COMPANY: FORMER CONFORMED NAME: ELEPHANT TALK COMMUNICATIONS INC DATE OF NAME CHANGE: 20020118 FORMER COMPANY: FORMER CONFORMED NAME: STARUNI CORP DATE OF NAME CHANGE: 20000202 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Empery Asset Management, LP CENTRAL INDEX KEY: 0001469336 IRS NUMBER: 262107121 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1 ROCKEFELLER PLAZA, SUITE 1205 CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 212-608-3300 MAIL ADDRESS: STREET 1: 1 ROCKEFELLER PLAZA, SUITE 1205 CITY: NEW YORK STATE: NY ZIP: 10020 SC 13G/A 1 p18-0122sc13ga.htm

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13G


Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Pareteum Corporation
(Name of Issuer)

Common Stock, $0.00001 par value
(Title of Class of Securities)

69946T207
(CUSIP Number)

December 31, 2017
(Date of event which requires filing of this statement)


Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:

¨	Rule 13d-1(b)
x	Rule 13d-1(c)
¨	Rule 13d-1(d)

(Page 1 of 6 Pages)

______________________________

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 69946T207

13G

Page 2 of 6 Pages

1	NAMES OF REPORTING PERSONS Empery Asset Management, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER
	6	SHARED VOTING POWER 500,000 shares of Common Stock issuable upon exercise of Warrants (See Item 4)
	7	SOLE DISPOSITIVE POWER
	8	SHARED DISPOSITIVE POWER 500,000 shares of Common Stock issuable upon exercise of Warrants (See Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 500,000 shares of Common Stock issuable upon exercise of Warrants (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.15% (See Item 4)
12	TYPE OF REPORTING PERSON PN

CUSIP No. 69946T207

13G

Page 3 of 6 Pages

1	NAMES OF REPORTING PERSONS Ryan M. Lane
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER
	6	SHARED VOTING POWER 500,000 shares of Common Stock issuable upon exercise of Warrants (See Item 4)
	7	SOLE DISPOSITIVE POWER
	8	SHARED DISPOSITIVE POWER 500,000 shares of Common Stock issuable upon exercise of Warrants (See Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 500,000 shares of Common Stock issuable upon exercise of Warrants (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.15% (See Item 4)
12	TYPE OF REPORTING PERSON IN

CUSIP No. 69946T207

13G

Page 4 of 6 Pages

1	NAMES OF REPORTING PERSONS Martin D. Hoe
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER
	6	SHARED VOTING POWER 500,000 shares of Common Stock issuable upon exercise of Warrants (See Item 4)
	7	SOLE DISPOSITIVE POWER
	8	SHARED DISPOSITIVE POWER 500,000 shares of Common Stock issuable upon exercise of Warrants (See Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 500,000 shares of Common Stock issuable upon exercise of Warrants (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.15% (See Item 4)
12	TYPE OF REPORTING PERSON IN

CUSIP No. 69946T207

13G

Page 5 of 6 Pages

This Amendment No. 1 (this "Amendment") amends the statement on Schedule 13G filed on April 5, 2017 (the "Original Schedule 13G", as amended, the "Schedule 13G"), with respect to shares of Common Stock, $0.00001 par value (the "Common Stock"), of Pareteum Corp. (the "Company"). Capitalized terms used herein and not otherwise defined in this Amendment have the meanings set forth in the Schedule 13G. This Amendment amends and restates Items 4 and 5 in their entirety as set forth below.

	Item 4.	OWNERSHIP.

		The information as of the date of the event which requires filing of this statement required by Items 4(a) – (c) is set forth in Rows 5 – 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. The percentage set forth in Row 11 of the cover page for each Reporting Person is based on 42,924,766 shares of Common Stock issued and outstanding as of December 1, 2017, as represented in the Company’s Prospectus Supplement filed with the Securities and Exchange Commission on December 1, 2017 pursuant to Rule 424(b)(5) and assumes the exercise of the Company’s reported warrants (the “Reported Warrants”).

		The Investment Manager, which serves as the investment manager to the Empery Funds, may be deemed to be the beneficial owner of all shares of Common Stock underlying the Reported Warrants held by the Empery Funds. Each of the Reporting Individuals, as Managing Members of the General Partner of the Investment Manager with the power to exercise investment discretion, may be deemed to be the beneficial owner of all shares of Common Stock underlying the Reported Warrants held by the Empery Funds. The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of shares of Common Stock owned by another Reporting Person. Each of the Empery Funds and the Reporting Individuals hereby disclaims any beneficial ownership of any such shares of Common Stock.
Item 5.		OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

		If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: [X]

CUSIP No. 69946T207

13G

Page 6 of 6 Pages

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

DATED: January 16, 2018



EMPERY ASSET MANAGEMENT, LP

By:	EMPERY AM GP, LLC, its General Partner

By:	/s/ Ryan M. Lane
Name:		Ryan M. Lane
Title:		Managing Member

/s/ Ryan M. Lane
Ryan M. Lane

/s/ Martin D. Hoe
Martin D. Hoe