SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): ~~August~~September 228, 2011

Global Traffic Network, Inc.

(Exact Name of Registrant as Specified in its Charter)


Nevada	000-51838	33-1117834
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

880 Third Avenue, 6th Floor, New York, New York		10022
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 896-1255

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 20.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~Introductory ~~1.01~~Note ~~Entry into a Material Definitive Agreement.~~

OnAs previously disclosed, on August 2, 2011, Global Traffic Network, Inc. (~~“Global” or~~ the “Company”), a Nevada corporation, entered into anthe Agreement and Plan of Merger (the “Merger Agreement”) with GTCR Gridlock Holdings (Cayman), L.P., a Cayman Islands exempted limited partnership (“Parent”) acting by its general partner, GTCR Gridlock Partners, Ltd., a Cayman Islands limited company, GTCR Gridlock Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“U.S. Parent”), and GTCR Gridlock Acquisition Sub, Inc., a Nevada corporation and a wholly-owned subsidiary of U.S. Parent (the “Purchaser”).

Pursuant to the terms of the Merger Agreement, ~~Purchaser~~and ~~will~~subject ~~commence~~to the conditions thereof, Purchaser commenced a tender offer (the “Tender Offer”) to purchase all of the issued and outstanding shares of common stock of the Company (the “Shares”) for $14.00 per share, payable to the seller in cash, without interest, subject to any withholding of taxes required by applicable law (the “Offer Price”)., ~~The~~upon ~~Merger Agreement also provides that following completion of~~ the ~~Tender~~terms ~~Offer, Purchaser will be merged with~~ and ~~into~~subject ~~Global (the “Merger”),~~to ~~with Global surviving~~ the conditions ~~merger~~set asforth ain ~~wholly-owned subsidiary of U.S. Parent. At~~ the ~~effective~~Offer ~~time~~to ofPurchase, ~~the~~dated ~~Merger~~August 9, ~~all~~2011 ~~remaining outstanding Shares not tendered and accepted for payment in the Tender Offer~~ (~~other~~as ~~than~~amended ~~Shares~~to ~~owned by Parent and its direct and indirect subsidiaries~~date, ~~and Global) will be acquired for cash at~~ the “Offer ~~Price~~to ~~and~~Purchase”), ~~on the terms~~ and ~~conditions set forth~~ in the ~~Merger~~related ~~Agreement~~Letter of Transmittal.

The ~~Merger Agreement provides that Purchaser will commence the~~ Tender Offer asexpired ~~promptly~~at as5:00 ~~practicable after the date of the Merger Agreement~~p.m., ~~Purchaser~~New ~~will~~York ~~accept~~time, ~~for~~on ~~payment~~Friday, ~~all Shares validly tendered and not properly withdrawn~~September 23, ~~pursuant~~2011. toBased ~~the~~on ~~terms~~information ofprovided ~~the~~by ~~Merger Agreement and~~ the ~~Tender Offer. The Purchaser’s obligation to accept~~ Depositary for ~~payment and pay for all Shares validly tendered pursuant to~~ the Tender Offer ~~is subject to the satisfaction of customary closing conditions~~, ~~including a “minimum condition~~14,”123,677 ~~which~~Shares ~~requires~~were ~~there to be~~ validly tendered and not properly withdrawn, inwhich ~~the~~was ~~Offer~~sufficient ato ~~number~~satisfy ofthe ~~Shares which~~minimum ~~represents~~tender atcondition ~~least a majority~~ of the ~~Shares~~Tender ~~then issued and outstanding~~Offer, ~~excluding from such calculation (i) the Contributed Shares (~~as ~~defined~~described ~~below)~~more ~~and~~fully ~~any~~in ~~other~~the ~~Shares~~Offer ~~then subject~~ to ~~the~~Purchase. ~~Contribution~~The ~~Agreement~~Purchaser ~~(as~~has ~~defined below),~~accepted ~~and~~for ~~(ii) other~~payment all Shares ~~then~~tendered ~~owned~~pursuant ofto ~~record or beneficially by any executive officer (within~~ the ~~meaning of Section 16 under the Securities Exchange Act of 1934, as amended) of the Company. Neither the~~ Tender Offer ~~nor the Merger is subject to a financing condition~~.

~~Concurrently~~In accordance with the ~~execution~~terms of the Merger Agreement, ~~Parent~~on September 28, ~~delivered~~2011, tothe Purchaser was merged with and into the Company ~~a Guaranty~~, ~~dated~~with the Company surviving the merger as a wholly-owned subsidiary of U.S. Parent (the ~~date~~“Merger”). At the effective time of the Merger ~~Agreement~~(the “Effective Time”), ~~pursuant~~each toShare ~~which~~issued aand ~~fund~~outstanding ~~affiliated~~immediately ~~with~~prior ~~GTCR~~to ~~Investment~~the XEffective ~~AIV~~Time ~~Ltd.~~ (~~“Guarantor”)~~other ~~agreed~~than toShares ~~guaranty~~owned ~~Parent’s,~~by ~~U.S.~~ Parent’s and ~~Purchaser’s~~its ~~obligations~~direct and indirect subsidiaries, and the Company) was automatically converted, on the terms and ~~under~~conditions set forth in the Merger Agreement, into the right to receive the Offer Price.

~~The~~Item ~~Company~~2.01 ~~has~~Completion ~~also granted to Purchaser an irrevocable option, which Purchaser may exercise immediately after completion~~ of ~~the~~Acquisition ~~Tender~~or ~~Offer,~~Disposition ~~to purchase a number~~ of newly-issued Shares at the Offer Price that, when added to the Shares beneficially owned by Purchaser following completion of the Offer (including the Contributed Shares), will constitute one Share more than 90% of the Shares entitled to vote on the Merger, on a fully diluted basis (the “Top-Up Option”)Assets. ~~If Purchaser acquires more than 90% of the outstanding Shares,~~

~~including~~Pursuant ~~through~~to ~~exercise~~the Merger Agreement, subsequent to the Purchaser’s acceptance of Shares for payment in the ~~Top-Up~~Tender ~~Option,~~Offer itand isthe ~~required~~satisfaction of the conditions to ~~complete~~the Merger, and prior to the completion of the Merger, ~~through~~the Company completed certain restructuring transactions that were designed to enhance the business and internal organizational efficiency of the Company (the “~~short~~Restructuring ~~form~~Transactions”). ~~merger~~In ~~procedures~~connection ~~available~~with ~~under~~the Restructuring ~~Nevada~~Transactions, ~~law~~the ~~that~~Company dosold ~~not~~to ~~require~~Parent, ~~any meeting~~and ofParent purchased from the Company, all of the outstanding shares of capital stock or ~~vote~~other equity interests of each of (i) Global Traffic Canada, Inc., an Alberta unlimited liability corporation, (ii) Global Traffic Network (UK) Limited, a private company limited by shares incorporated in England and Wales and (iii) Global Alert Network, Inc., a Nevada corporation. In addition, each of the Company ~~stockholders~~and Parent effected certain other restructuring transactions in accordance with the terms of the Merger Agreement. The Restructuring Transactions also included the payment of intercompany dividends, contribution of certain assets from the Company to its subsidiaries and completion of other internal restructuring transactions.

~~The~~Item ~~purchase price for the Shares purchased on exercise of the Top-Up Option will be $14~~3.~~00 per share, payable $0.~~01 ~~per~~Notice ~~Share in cash and the balance through delivery~~ of aDelisting ~~promissory~~or ~~note~~Failure ~~payable~~ to ~~the~~Satisfy ~~Company~~a ~~substantially~~Continued inListing ~~the~~Rule ~~form~~or ~~attached~~Standard; toTransfer ~~the Merger Agreement as Exhibit A thereto. The Shares issued pursuant to the exercise~~ of the Top-Up Option will be issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemption from registration provided by Section 4(2) of the Securities ActListing.

~~The~~Pursuant ~~Merger~~to ~~Agreement~~the ~~contains~~terms ~~customary representations~~ and ~~warranties~~conditions of the ~~Company~~Merger Agreement, on ~~the one hand~~September 28, ~~and of Parent and Purchaser~~2011, on the ~~other.~~Purchaser ~~The~~was ~~Merger~~merged ~~Agreement~~with ~~also~~and ~~includes~~into ~~customary covenants of~~ the Company, ~~Parent~~in ~~and~~accordance ~~Purchaser.~~with ~~The~~the ~~Company~~Nevada ~~has~~Revised ~~agreed~~Statutes to92A.180 ~~operate~~, ~~its~~which ~~business~~allows in the ~~ordinary~~completion ~~course~~of ~~until~~ the Merger iswithout ~~consummated.~~a ~~The~~meeting ~~Merger Agreement~~of ~~also~~the ~~includes~~shareholders ~~customary~~of ~~termination provisions for both~~ the Company ~~and Parent and provides that~~, ~~in connection~~ with the ~~termination~~Company ofcontinuing as the ~~Merger~~surviving ~~Agreement~~corporation ~~under~~in ~~certain circumstances,~~ the ~~Company~~Merger ~~will~~and bebecoming ~~required~~a wholly-owned tosubsidiary ~~pay~~of ~~Parent~~U.S. ~~a termination fee~~Parent.

~~The~~On ~~Company~~September 28, ~~has~~2011, ~~agreed~~in toconnection ~~certain~~with ~~restrictions on its ability to solicit and respond to any other proposals to acquire~~ the ~~Company.~~consummation ~~Under~~of the Merger ~~Agreement~~, inthe Company ~~general,~~notified the ~~Company~~NASDAQ isGlobal ~~permitted,~~Select ~~under~~Market a(the “~~go-shop~~Nasdaq”) ~~provision,~~of toits ~~solicit,~~intent ~~provide information~~ to, ~~and~~remove ~~engage~~the inShares ~~discussions~~from ~~with,~~listing ~~third~~on ~~parties~~the ~~with~~Nasdaq ~~respect~~and torequested ~~alternative acquisition~~that ~~proposals until September 13, 2011. Subject to certain requirements of~~ the ~~Merger~~Nasdaq ~~Agreement,~~file ~~the~~a ~~Company~~delisting ~~may~~application ~~negotiate~~ with ~~parties that submit qualifying competing proposals during~~ the ~~initial~~Securities ~~solicitation~~and ~~period~~Exchange ~~for a period~~Commission ~~expiring~~(“SEC”) ~~on October 1, 2011. The Tender Offer is required~~ to ~~remain~~delist ~~until the completion of the solicitation period,~~ and ifderegister ~~applicable,~~ the ~~subsequent negotiation period~~Shares. The ~~Merger~~Nasdaq ~~Agreement~~filed ~~contains~~with ~~certain~~the ~~termination~~SEC ~~rights~~a byNotification ~~Global and~~of ~~Parent~~Removal ~~including,~~from ~~with~~Listing ~~respect~~and/or toRegistration ~~Global,~~under inSection 12(b) of the ~~event~~Securities ~~that~~Exchange ~~Global~~Act ~~receives~~of a1934, ~~Superior Proposal (~~as ~~defined~~amended in (the “Exchange ~~Merger Agreement~~Act”)., Inon ~~connection~~Form 25 ~~with~~to ~~the~~delist ~~termination~~and ofderegister the ~~Merger~~Shares. ~~Agreement~~The ~~under~~Company ~~specified~~intends ~~circumstances,~~to ~~including~~file with ~~respect~~ to the ~~acceptance~~SEC of a ~~Superior~~certification ~~Proposal~~on byForm 15 ~~Global,~~under ~~Global~~the ~~may~~Exchange beAct, ~~required~~requesting tothe ~~pay~~deregistration ~~Parent a termination fee~~ of ~~$8,286,910,~~the ~~which~~Shares ~~fee~~and ~~shall be reduced to $4,143,455 with respect to~~ the ~~termination~~suspension of the ~~Merger~~Company’s ~~Agreement~~reporting ~~prior~~obligations ~~to October~~under Sections 1,13 ~~2011~~and if15(d) of ~~a transaction is entered into with a party that makes a qualifying proposal during~~ the ~~“go-shop”~~Exchange ~~period~~Act.

AItem ~~special~~3.02. ~~committee~~Unregistered ~~comprised~~Sales ~~solely~~ of ~~independent~~Equity directors (the “Special Committee”) of the Company’s Board of Directors (the “Company Board”) unanimously determined that the transactions contemplated by the Merger Agreement, including the Offer and the Merger, are fair to and in the best interests of the Company and its constituencies, including its unaffiliated stockholders, and recommended that the Company Board declare the advisability of the Offer and the Merger, approve and adopt in all respects the Merger Agreement, and authorize the execution and delivery of the Merger Agreement and the transactions contemplated therebySecurities. ~~The Merger Agreement and the transactions contemplated therein were then unanimously approved by the full Company Board.~~

~~The~~On ~~foregoing~~September 28, ~~description~~2011, ofpursuant ~~the~~to ~~Merger Agreement and~~ the ~~Guaranty~~terms doof ~~not purport to be complete and are qualified in their entirety by reference to~~ the Merger Agreement, ~~and~~ the ~~Guaranty,~~Purchaser ~~which~~exercised ~~are~~its ~~filed~~“top-up” asoption ~~Exhibit 2.1~~(the ~~and~~“Top-Up ~~Exhibit 2.2~~Option”) ~~hereto,~~to ~~respectively,~~purchase ~~and~~newly ~~each~~issued ~~of which is incorporated herein by reference.~~Shares ~~The~~directly ~~Merger~~from ~~Agreement~~the ~~has~~Company ~~been~~in ~~provided~~an ~~solely~~amount sufficient to ~~inform~~increase ~~investors of~~ its ~~terms.~~record ~~The~~ownership ~~representations,~~to ~~warranties~~more ~~and~~than ~~covenants~~90% ~~contained~~of in the ~~Merger~~outstanding ~~Agreement~~Shares, ~~were~~as ~~made~~of ~~only~~September 28, ~~for~~2011. ~~purposes~~Accordingly, ofon ~~such~~September 28, ~~agreement~~2011 ~~and~~the asCompany ofissued ~~specific dates~~33,263,741 ~~were~~Shares ~~made solely~~(the ~~for~~“Top-Up ~~the~~Shares”) ~~benefit~~to of the ~~parties~~Purchaser toat the ~~Merger~~Offer ~~Agreement~~Price, ~~and~~with ~~may~~an beaggregate ~~intended~~purchase ~~not~~price ~~as statements~~ of ~~fact~~$465,692,374. ~~but~~The ~~rather~~Purchaser aspaid athe ~~way~~purchase ofprice ~~allocating~~for ~~risk to one of~~ the ~~parties~~Top-Up ifShares ~~those~~in ~~statements~~full ~~prove~~by todelivery beof ~~inaccurate~~$33,263.74 Inin ~~addition,~~cash ~~such representations, warranties~~ and ~~covenants~~a ~~may~~promissory ~~have~~note having ~~been~~a ~~qualified~~principal byamount ~~certain~~equal ~~disclosures~~to ~~not reflected in~~ the ~~text~~balance of the ~~Merger~~aggregate ~~Agreement~~purchase ~~and~~price ~~may~~for ~~apply~~the ~~standards~~Top-Up ofShares. ~~materiality~~The inpromissory anote ~~way~~bears ~~that~~interest isat ~~different~~the ~~from~~Prime ~~what~~Rate ~~may be viewed~~ as ~~material~~reported ~~by stockholders of, or other investors~~ in, ~~Global. Investors are not third-party beneficiaries under~~ the ~~Merger~~Wall ~~Agreement~~Street Journal and ~~should~~is ~~not~~due ~~rely~~ on ~~the representations~~September 28, ~~warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of Global, Parent, U~~2012.S. ~~Parent, Purchaser or any of their respective subsidiaries or affiliates.~~

~~Additional Information~~The Company offered and ~~Where~~sold tothe ~~Find~~Top-Up ItShares without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act.

~~The~~Item ~~Tender Offer for the outstanding Shares described herein has not yet commenced~~3. This communication is provided for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any securities of Global pursuant to the Tender Offer or otherwise03. ~~Any~~Material ~~offers~~Modification to ~~purchase~~Rights ~~or solicitations~~ of ~~offers~~ toSecurity sell will be made only pursuant to the Tender Offer Statement on Schedule TO (including the offer to purchase, the letter of transmittal and other documents relating to the tender offer) which will be filed with the UHolders.S. Securities and Exchange Commission (“SEC”) by Purchaser. In addition, Global will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D–9 with respect to the Tender Offer. Global stockholders are advised to read these documents, any amendments to these documents and any other documents relating to the Tender Offer that are filed with the SEC carefully and in their entirety prior to making any decision with respect to the Tender Offer because they contain important information, including the terms and conditions of the offer.

~~Participants~~The information set forth in ~~the~~Item 3.01 ~~Solicitation~~of this Current Report on Form 8-K is incorporated herein by reference in response to this Item 3.03.

~~This~~As ~~communication~~a ~~may~~result beof ~~deemed~~the toconsummation ~~be solicitation material in respect~~ of the ~~proposed~~Merger, ~~acquisition~~each ofShare ~~Global~~that bywas ~~Parent.~~issued Inand ~~connection~~outstanding ~~with~~immediately prior to the ~~proposed~~Effective ~~acquisition,~~Time ~~Global~~of ~~intends~~the toMerger ~~file~~was ~~relevant~~cancelled ~~materials~~and ~~with~~converted into the ~~SEC,~~right ~~including,~~to ifreceive ~~and~~$14.00 asper ~~required~~Share by (the “Merger ~~Agreement~~Consideration”), innet ~~connection~~to ~~with~~the ~~any~~seller ~~meeting~~in ~~of stockholders~~cash, ifwithout ~~applicable,~~interest aand ~~proxy~~less ~~statement~~any inapplicable withholding ~~preliminary~~taxes, and ~~definitive~~ ~~form.~~the ~~Global~~Company’s ~~stockholders~~shareholders ~~are~~immediately ~~strongly~~prior ~~advised~~to the Effective Time ceased to ~~read~~have ~~all~~any ~~relevant~~rights ~~documents~~as ~~filed~~shareholders ~~with~~in the ~~SEC,~~Company ~~including~~(other ~~any~~than ~~definitive~~their ~~proxy~~right ~~statement,~~to ~~because~~receive ~~they~~the ~~will~~Merger ~~contain~~Consideration) ~~important~~and ~~information~~accordingly ~~about~~no longer have any interest in the ~~proposed~~Company’s ~~transaction~~future earnings or growth.

~~Global~~Item ~~stockholders~~5.01 ~~may~~Changes ~~obtain~~in ~~copies~~Control of ~~these documents (when they become available) for free at the SEC’s website at www~~Registrant.~~sec.gov or from Global’s Investor Relations Department, c/o Phil Carlson, KCSA Strategic Communications, 880 Third Avenue 6th Floor, New York, NY 10022, pcarlson@kcsa.com.~~

~~ITEM~~Upon 7the Effective Time, the Company became a wholly-owned subsidiary of U.S. Parent. The disclosure under Item 3.01 ~~Regulation~~is FDincorporated ~~Disclosure~~herein by reference. The total consideration payable to shareholders as a result of the change of control transaction (including the Merger Consideration) was approximately $259 million. The Purchaser funded such consideration through funds committed by its affiliates, GTCR Fund X/A AIV, L.P. and GTCR Fund X/C AIV, L.P., as well as funds borrowed from a third party pursuant to a loan authorization agreement.

AsItem ~~disclosed in more detail in the press release attached hereto as Exhibit 99~~5.1,02 ~~Global~~Departure ~~will~~of ~~host~~Directors aor ~~conference~~Certain ~~call~~Officers; atElection ~~10:30~~of ~~a.m. EST~~Directors; onAppointment ~~Wednesday,~~of ~~August 3, 2011,~~Certain toOfficers; ~~discuss~~Compensatory ~~the~~Arrangements ~~Merger~~of ~~Agreement~~Certain ~~and the transactions contemplated thereby~~Officers.

~~ITEM~~In 8connection with the Merger and as contemplated by the Merger Agreement, each of the members of the Company’s board of directors prior to the Effective Time (other than William L.01 ~~Other~~Yde, ~~Events~~III) voluntarily resigned from the Company’s board of directors effective as of the Effective Time on September 28, 2011. Pursuant to the terms of the Merger Agreement, on September 28, 2011, each of the members of the Purchaser’s board of directors immediately prior to the Effective Time became a member of the Company’s board of directors following the Effective Time. The new members of the Company’s board of directors are Mark M. Anderson, Craig A. Bondy, Phillip Canfield, Lawrence C. Fey and Collin E. Roche.

~~Contribution~~Item ~~Agreement~~8.01 Other Events.

~~Concurrently with the entry into the Merger Agreement~~On September 28, ~~and as a condition to and inducement of Parent’s~~2011, ~~U.S. Parent’s and~~ the ~~Purchaser’s willingness to enter into the Merger Agreement, the Chairman of the~~ Company ~~entered~~issued ~~into~~ a ~~contribution,~~press ~~non-tender~~release ~~and~~announcing ~~support agreement with Parent (~~the ~~“Contribution~~ ~~Agreement”),~~completion ~~pursuant~~of ~~to which he has agreed, among other things, to not tender any Shares owned by him in~~ the ~~Offer, to support the Offer and the~~ Merger. asA ~~provided~~copy inof the ~~Contribution~~press ~~Agreement~~release ~~and~~is tofiled contribute certain Shares owned by him and identified in the Contribution Agreement (the “Contributed Shares”) to Parent following the Offer’s acceptance time and prior to the Merger’s effective time upon admission as aExhibit ~~limited partner of Parent~~99.1 ~~The~~and ~~Contribution~~is ~~Agreement~~incorporated ~~will~~by ~~terminate~~reference ~~if the Merger Agreement is terminated~~herein.

Press Release

On August 3, 2011, the Company issued a press release regarding the execution of the Merger Agreement. A copy of the press release is filed hereto as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

ExhibitNumber		Description of Document
ExhibitNo.		Exhibit
2.1*		Form of Agreement and Plan of Merger, dated August 2, 2011, by and among Global Traffic Network, Inc. and GTCR Gridlock Holdings (Cayman), L.P., acting by its general partner, GTCR Gridlock Partners, Ltd., GTCR Gridlock Holdings, Inc., and GTCR Gridlock Acquisition Sub, Inc.
99.1		Press Release, dated September 28, 2011.
2.2		Form of Guaranty, dated as of August 2, 2011, in favor of Global Traffic Network, Inc.
99.1		Press Release, issued August 3, 2011.

*[signature ~~Schedules~~page ~~and exhibits omitted pursuant~~ to ~~Item~~follow] ~~601(b)(2) of Regulation S–K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.~~

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GLOBAL TRAFFIC NETWORK, INC.
Date: August 3, 2011
Date: September 28, 2011
	By:	/s/ Scott E. Cody
	Name:	Scott E. Cody
	Title:	Chief Operating Officer, Chief ~~Financial~~FinancialOfficer ~~Officer~~ and Treasurer

EXHIBIT INDEX

ExhibitNumber		Description of Document
2.1*		Form of Agreement and Plan of Merger, dated August 2, 2011, by and among Global Traffic Network, Inc. and GTCR Gridlock Holdings (Cayman), L.P., acting by its general partner, GTCR Gridlock Partners, Ltd., GTCR Gridlock Holdings, Inc., and GTCR Gridlock Acquisition Sub, Inc.
99.1		Press Release, dated September 28, 2011.
2.2		Form of Guaranty, dated as of August 2, 2011, in favor of Global Traffic Network, Inc.
99.1		Press Release, issued August 3, 2011.

* Schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S–K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

Filing Compare · GLOBAL TRAFFIC NETWORK, INC.