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*
THOMPSON H BRIAN

(Last) (First) (Middle)
1950 OLD GALLOWS ROAD

(Street)
VIENNA VA 22182

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Mercator Partners Acquisition Corp. [ MPAQA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
CEO And Chairman of the Board
3. Date of Earliest Transaction (Month/Day/Year)
01/05/2005
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 01/05/2005 P 25(1) A $5 25(1) I By Universal Telecommunications, Inc.(1)
Common Stock 04/13/2005 P 4,000 A (2) 4,025(3) D
Class B Common Stock 04/13/2005 P 4,000 A (4) 4,000 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
Class W Warrants $5 01/05/2005 P 618,750 (5) 04/10/2010 Common Stock 618,750 $0.05 618,750 I See Footnote(1)
Class Z Warrants $5 01/05/2005 P 618,750 (5) 04/12/2012 Common Stock 618,750 $0.05 618,750 I See Footnote(1)
Class W Warrants $5 01/20/2005 S 12,500 (5) 04/10/2010 Common Stock 12,500 $0.05 606,250 I See Footnote(1)
Class Z Warrants $5 01/20/2005 S 12,500 (5) 04/12/2012 Common Stock 12,500 $0.05 606,250 I See Footnote(1)
Class W Warrants $5 04/13/2005 P 12,000 (5) 04/10/2010 Common Stock 12,000 (2)(4) 618,250 I(6) See Footnote(6)
Class Z Warrants $5 04/13/2005 P 12,000 (5) 04/10/2010 Common Stock 12,000 (2)(4) 618,250 I(7) See Footnote(7)
Explanation of Responses:
1. These securities were acquired and are held by Universal Telecommunications, Inc. ("UTI"). The Reporting Person is the chief executive officer and majority shareholder of UTI, and the shares of UTI not held by the Reporting Person are owned by members of his family. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
2. The reporting person purchased 2,000 Series A Units at $10.50 per unit, each unit consisting of two shares of common stock, five Class W Warrants and five Class Z Warrants.
3. Twenty-five (25) of the shares were acquired and are held by UTI.
4. The reporting person purchased 2,000 Series B Units at $10.10 per unit, each unit consisting of two shares of Class B common stock, one Class W Warrant and one Class Z Warrant.
5. The warrants are exercisable commencing on the later of April 11, 2006 or the Company's completion of a business combination.
6. Of the 618,250 Class W Warrants, 12,000 are held directly by the reporting person, and the remaining 606,250 are held by UTI.
7. Of the 618,250 Class Z Warrants, 12,000 are held directly by the reporting person, and the remaining 606,250 are held by UTI.
/s/ H. Brian Thompson 04/15/2005
** 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.
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