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^*

MILLENCO LLC

(Last)

(First)

(Middle)

C/O MILLENNIUM MANAGEMENT LLC

666 FIFTH AVENUE, 8TH FLOOR

(Street)

NEW YORK

10103-0899

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Global Telecom & Technology, Inc. [ GTLT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		May be deemed a group member.

3. Date of Earliest Transaction (Month/Day/Year)
10/31/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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	10/31/2008⁽¹⁾		J⁽¹⁾		20,100⁽¹⁾	D	⁽¹⁾	17,000⁽¹⁾⁽²⁾	D⁽⁴⁾⁽⁵⁾
Common Stock	10/31/2008⁽¹⁾		J⁽¹⁾		20,100⁽¹⁾	A	⁽¹⁾	20,100⁽¹⁾⁽²⁾	D⁽⁴⁾⁽⁵⁾

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)
Class W Warrant	$5⁽³⁾	10/31/2008⁽¹⁾		J⁽¹⁾			654,100	⁽³⁾	04/10/2010⁽³⁾	Common Stock	654,100	⁽³⁾	0⁽¹⁾⁽²⁾	D⁽⁴⁾⁽⁵⁾
Class W Warrant	$5⁽³⁾	10/31/2008⁽³⁾		J⁽¹⁾		654,100		⁽³⁾	04/10/2010⁽³⁾	Common Stock	654,100	⁽³⁾	654,100⁽¹⁾⁽²⁾	D⁽⁴⁾⁽⁵⁾
Class Z Warrant	$5⁽³⁾	10/31/2008⁽¹⁾		J⁽¹⁾			1,280,925	⁽³⁾	04/10/2012⁽³⁾	Common Stock	1,280,925	⁽³⁾	0⁽¹⁾⁽²⁾	D⁽⁴⁾⁽⁵⁾
Class Z Warrant	$5⁽³⁾	10/31/2008⁽¹⁾		J⁽¹⁾		1,280,925		⁽³⁾	04/10/2012⁽³⁾	Common Stock	1,280,925	⁽³⁾	1,280,925⁽¹⁾⁽²⁾	D⁽⁴⁾⁽⁵⁾

1. Name and Address of Reporting Person^*

MILLENCO LLC

(Last)

(First)

(Middle)

C/O MILLENNIUM MANAGEMENT LLC

666 FIFTH AVENUE, 8TH FLOOR

(Street)

NEW YORK

10103-0899

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		May be deemed a group member.

1. Name and Address of Reporting Person^*

INTEGRATED CORE STRATEGIES (US) LLC

(Last)

(First)

(Middle)

C/O MILLENNIUM MANAGEMENT LLC

666 FIFTH AVENUE, 8TH FLOOR

(Street)

NEW YORK

10103-0899

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

MILLENNIUM MANAGEMENT LLC

(Last)

(First)

(Middle)

666 FIFTH AVENUE, 8TH FLOOR

(Street)

NEW YORK

10103-0899

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		May be deemed a group member.

1. Name and Address of Reporting Person^*

ENGLANDER ISRAEL A

(Last)

(First)

(Middle)

C/O MILLENNIUM MANAGEMENT LLC

666 FIFTH AVENUE, 8TH FLOOR

(Street)

NEW YORK

10103-0899

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		May be deemed a group member.

Explanation of Responses:

1. This Form 4 is being filed to reflect the October 31, 2008 intercompany transfer of common stock, par value $0.0001 per share ("Common Stock"), and warrants to purchase the Common Stock of Global Telecom & Technology, Inc. (the "Issuer"), from Millenco LLC, a Delaware limited liability company ("Millenco"), to Integrated Core Strategies (US) LLC, a Delaware limited liability company ("Integrated Core Strategies"), each of which is wholly-owned by the same entity. For all filers except Millenco, such transaction was exempt under Rule 16a-13 promulgated under the Securities Exchange Act of 1934. 20,100 shares of the Issuer's Common Stock, 654,100 Class W warrants ("Class W Warrants") and 1,280,925 Class Z warrants ("Class Z Warrants") were transferred from Millenco to Integrated Core Strategies.

2. As a result of the above-described transfer, Integrated Core Strategies is now the beneficial owner of 1,955,125 shares of the Issuer's Common Stock consisting of 20,100 shares of Common Stock, 654,100 Class W Warrants and 1,280,925 Class Z Warrants. Millenco is now the beneficial owner of 17,000 shares of Common Stock.

3. Each Class W Warrant and Class Z Warrant entitles the holder to purchase one share of the Issuer's Common Stock at a price of $5.00 per share. The Class W Warrants will expire on April 10, 2010, or earlier upon redemption, while the Class Z Warrants will expire on April 10, 2012, or earlier upon redemption.

4. Millennium Management LLC, a Delaware limited liability company ("Millennium Management"), is the general partner of the managing member of Integrated Core Strategies, and may be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies. Millennium Management is also the manager of Millenco, and may be deemed to have shared voting control and investment discretion over securities owned by Millenco.

5. Israel A. Englander ("Mr. Englander") is the managing member of Millennium Management. Consequently, Mr. Englander may be deemed to be the beneficial owner of any securities owned by Integrated Core Strategies and/or Millenco, as the case may be. The foregoing should not be construed in and of itself as an admission by Millennium Management or Mr. Englander as to beneficial ownership of the securities owned by Integrated Core Strategies and/or Millenco, as the case may be.

Remarks:

MILLENCO LLC, By: Mark Meskin, Chief Executive Officer

	*Mark Meskin, Chief Executive Officer	02/13/2009
	** Signature of Reporting Person	Date
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