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^*

New Jonathan

(Last)

(First)

(Middle)

1450 SOUTH MIAMI AVENUE

(Street)

MIAMI

33130

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Net Element, Inc. [ NETE ]

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. Date of Earliest Transaction (Month/Day/Year)
10/02/2012

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	10/02/2012		M		94,000	A	$0.1	569,100	D
Common Stock	10/02/2012		F		37,600	D	$0.25	531,500	D
Common Stock	10/02/2012		M		58,333	A	$0.06	589,833	D
Common Stock	10/02/2012		F		14,000	D	$0.25	575,833	D
Common Stock	10/02/2012		M		46,667	A	$0.15	622,500	D
Common Stock	10/02/2012		F		28,000	D	$0.25	594,500	D
Common Stock	10/02/2012		M		46,667	A	$0.15	641,167	D
Common Stock	10/02/2012		F		28,000	D	$0.25	613,167	D
Common Stock	10/02/2012		M		22,222	A	$0.21	635,389	D
Common Stock	10/02/2012		F		18,666	D	$0.25	616,723	D
Common Stock	10/02/2012		M		14,583	A	$0.16	631,306	D
Common Stock	10/02/2012		F		9,333	D	$0.25	621,973	D
Common Stock	10/02/2012		M		13,725	A	$0.17	635,698	D
Common Stock	10/02/2012		F		9,333	D	$0.25	626,365	D
Common Stock	10/02/2012		M		1,000,000	A	$0.16	1,626,365	D
Common Stock	10/02/2012		F		640,000	D	$0.25	986,365	D
Common Stock	10/02/2012		M		21,212	A	$0.11	1,007,577	D
Common Stock	10/02/2012		F		9,333	D	$0.25	998,244	D
Common Stock	10/02/2012		M		19,444	A	$0.12	1,017,688	D
Common Stock	10/02/2012		F		9,333	D	$0.25	1,008,355	D
Common Stock	10/02/2012		M		9,722	A	$0.24	1,018,077	D
Common Stock	10/02/2012		F		9,333	D	$0.25	1,008,744	D
Common Stock	10/02/2012		M		14,583	A	$0.16	1,023,327	D
Common Stock	10/02/2012		F		9,333	D	$0.25	1,013,994	D
Common Stock	10/02/2012		M		66,666	A	$0.07	1,080,660	D
Common Stock	10/02/2012		F		18,666	D	$0.25	1,061,994	D
Common Stock	10/02/2012		D		1,061,994	D	⁽¹⁾	0	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)
Stock Option (Right to Buy)	$0.1	10/02/2012		M			94,000	03/09/2012	03/09/2021	Common Stock	94,000	$0	0	D
Stock Option (Right to Buy)	$0.06	10/02/2012		M			58,333	07/31/2011	07/31/2016	Common Stock	58,333	$0	0	D
Stock Option (Right to Buy)	$0.15	10/02/2012		M			46,667	09/30/2011	09/30/2016	Common Stock	46,667	$0	0	D
Stock Option (Right to Buy)	$0.15	10/02/2012		M			46,667	10/31/2011	10/31/2016	Common Stock	46,667	$0	0	D
Stock Option (Right to Buy)	$0.21	10/02/2012		M			22,222	11/30/2011	11/30/2016	Common Stock	22,222	$0	0	D
Stock Option (Right to Buy)	$0.16	10/02/2012		M			14,583	01/31/2012	01/31/2017	Common Stock	14,583	$0	0	D
Stock Option (Right to Buy)	$0.17	10/02/2012		M			13,725	02/29/2012	02/28/2017	Common Stock	13,725	$0	0	D
Stock Option (Right to Buy)	$0.16	10/02/2012		M			1,000,000	02/10/2012	02/10/2017	Common Stock	1,000,000	$0	0	D
Stock Option (Right to Buy)	$0.11	10/02/2012		M			21,212	04/30/2012	04/30/2017	Common Stock	21,212	$0	0	D
Stock Option (Right to Buy)	$0.12	10/02/2012		M			19,444	05/31/2012	05/31/2017	Common Stock	19,444	$0	0	D
Stock Option (Right to Buy)	$0.24	10/02/2012		M			9,722	06/30/2012	06/30/2017	Common Stock	9,722	$0	0	D
Stock Option (Right to Buy)	$0.16	10/02/2012		M			14,583	07/31/2012	07/31/2017	Common Stock	14,583	$0	0	D
Stock Option (Right to Buy)	$0.07	10/02/2012		M			66,666	08/31/2012	08/31/2017	Common Stock	66,666	$0	0	D
Stock Option (Right to Buy)	$0.37	10/02/2012		D			6,306	08/31/2011	08/31/2016	Common Stock	6,306	⁽²⁾	0	D
Stock Option (Right to Buy)	$0.6	10/02/2012		D			3,889	12/31/2011	12/31/2016	Common Stock	3,889	⁽²⁾	0	D
Stock Option (Right to Buy)	$0.25	10/02/2012		D			14,694	03/31/2012	03/31/2017	Common Stock	14,694	⁽²⁾	0	D

Explanation of Responses:

1. These shares were canceled pursuant to the Agreement and Plan of Merger, dated as of June 12, 2012, between Cazador Acquisition Corporation Ltd., a Cayman Islands limited corporation, and the Issuer, in exchange for the right to receive 0.025 of a share of Cazador common stock in exchange for each share of the Issuer's common stock.

2. These stock options were canceled in consideration for payment of $2,333.33 by the Issuer to the reporting person.

	/s/ Jonathan New	10/04/2012
	** Signature of Reporting Person	Date
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