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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Romenesko Stuart R (Last) (First) (Middle) 15452 BOULDER POINTE ROAD (Street) EDEN PRAIRIE MN 55347 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol GLOBAL TRAFFIC NETWORK, INC. [ GNET ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 09/23/2011
	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	09/23/2011		U		40,001(1)	D	$14	29,999(2)	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
Stock Option (right to buy)	$4.1							(3)	02/14/2017	Common Stock	50,000		50,000	D

Explanation of Responses:

1. Represents shares of common stock that were tendered to GTCR Gridlock Acquisition Sub, Inc., a Nevada corporation ("Purchaser") pursuant to Purchaser's offer to purchase all outstanding shares of Global Traffic Network, Inc., a Nevada corporation (the "Issuer"), at a purchase price of $14.00 per share, net to the seller in cash, without interest and less any required withholding taxes, subject to the terms described in the Offer to Purchase, filed with the SEC on August 9, 2011, as amended and supplemented (the "Tender Offer").

2. Includes unvested shares of restricted stock, with restrictions that will lapse as to 6,666 shares on 2/26/2012; as to 6,667 shares on 3/3/2012; as to 6,666 shares on 3/3/2013; as to 3,334 shares on 3/1/12; as to 3,333 shares on 3/1/13 and as to 3,333 shares on 3/1/14.

3. 16,667 shares vested on each 2/14/08 and 2/14/09; 16,666 shares vested on 2/14/10.

	/s/ Stuart R. Romenesko	09/27/2011
	** 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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