ELEPHANT TALK COMMUNICATIONS CORP 4
4 · ELEPHANT TALK COMMUNICATIONS CORP · Filed Mar 19, 2014
Insider Transaction Report
Form 4
VAN DER VELDEN STEVEN PAUL KAREL MARIE
DirectorFormer CEO and President10% Owner
Transactions
- Other
Common Stock
[F1][F2]2014-03-17$0.70/sh+1,478,800$1,035,160→ 3,362,663 total(indirect: By QAT II, see footnote) - Other
Common Stock
[F3][F2]2014-03-17$0.70/sh+492,582$344,807→ 3,855,245 total(indirect: By QAT II, see footnote) - Other
Warrant
[F1][F2]2014-03-17−1,478,800→ 0 total(indirect: By QAT II, see footnote)Exercise: $1.00Exp: 2014-07-31→ Common Stock (1,478,800 underlying) - Other
Warrant
[F1][F2]2014-03-17+1,478,800→ 1,478,800 total(indirect: By QAT II, see footnote)Exercise: $0.70Exp: 2014-07-31→ Common Stock (1,478,800 underlying) - Other
Warrant
[F3][F2]2014-03-17−492,582→ 0 total(indirect: By QAT II, see footnote)Exercise: $1.00Exp: 2014-10-30→ Common Stock (492,582 underlying) - Other
Warrant
[F3][F2]2014-03-17+492,582→ 492,582 total(indirect: By QAT II, see footnote)Exercise: $0.70Exp: 2014-10-30→ Common Stock (492,582 underlying) - Other
Warrant
[F1][F2]2014-03-17−1,478,800→ 0 total(indirect: By QAT II, see footnote)Exercise: $0.70Exp: 2014-07-31→ Common Stock (1,478,800 underlying) - Other
Warrant
[F3][F2]2014-03-17−492,582→ 0 total(indirect: By QAT II, see footnote)Exercise: $0.70Exp: 2014-10-30→ Common Stock (492,582 underlying)
Holdings
- 6,455,703
Common Stock
- 427,549(indirect: By CMV I, see footnote)
Common Stock
[F4] - 1,416,415(indirect: By CMV II, see footnote)
Common Stock
[F5] - 124,138(indirect: By QAT, see footnote)
Common Stock
[F6] - 9,197,177(indirect: By RWC, see footnote)
Common Stock
[F7]
Footnotes (7)
- [F1]QAT II Investments SA ("QAT II") exercised a warrant to purchase 4,000,000 shares of the Issuer's common stock at an exercise price of $0.70 per share, for gross proceeds to the Issuer of approximately $2.8 million. The warrant was originally issued on July 31, 2009 with an exercise price of $1.00 per share. A Special Committee of the Issuer's board of directors authorized the reduction of the exercise price in order to induce QAT II to immediately exercise the warrant for cash providing additional liquidity to the Issuer, which reduction was subsequently ratified by the Issuer's board of directors.
- [F2]These securities are held by QAT II. Reporting Person holds a 36.97% ownership interest in QAT II and the number of securities shown here indicates the Reporting Person's proportionate interest in the Issuer's securities through QAT II. The Reporting Person is not a controlling shareholder nor has or shares the investment control over such securities and thus disclaims beneficial ownership over such securities.
- [F3]QAT II exercised a warrant to purchase 1,332,383 shares of the Issuer's common stock at an exercise price of $0.70 per share, for gross proceeds to the Issuer of approximately $0.9 million. The warrant was originally issued on October 30, 2009 with an exercise price of $1.00 per share. A Special Committee of the Issuer's board of directors authorized the reduction of the exercise price in order to induce QAT II to immediately exercise the warrant for cash providing additional liquidity to the Issuer, which reduction was subsequently ratified by the Issuer's board of directors.
- [F4]These shares are held by CMV Invest CVA ("CMV I"). Reporting Person holds a 27.50% ownership interest in CMV I and the number of shares shown here indicates the Reporting Person's proportionate interest in the Issuer's securities through CMV I. The Reporting Person is not a controlling shareholder nor has or shares the investment control over such shares and thus disclaims beneficial ownership over such shares.
- [F5]These shares are held by CMV Invest II CVA ("CMV II"). Reporting Person holds a 40.75% ownership interest in CMV II and the number of shares shown here indicates the Reporting Person's proportionate interest in the Issuer's securities through CMV II. The Reporting Person is not a controlling shareholder nor has or shares the investment control over such shares and thus disclaims beneficial ownership over such shares.
- [F6]These shares are held by QAT Investments SA ("QAT"). Reporting Person holds a 30.79% ownership interest in QAT and the number of shares shown here indicates the Reporting Person's proportionate interest in the Issuer's securities through QAT. The Reporting Person is not a controlling shareholder nor has or shares the investment control over such shares and thus disclaims beneficial ownership over such shares.
- [F7]These shares are held by Rising Water Capital, AG ("RWC"). The Reporting Person holds an approximately 35.15% ownership interest in RWC and the number of shares shown here indicates the Reporting Person's proportionate interest in the Issuer's securities through RWC. The Reporting Person is not a controlling shareholder nor has or shares the investment control over such shares and thus disclaims beneficial ownership over such shares.
Signature
/s/ Steven van der Velden, by Alex Vermeulen, Attorney-in-fact|2014-03-19