SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

DOLL DIXON

(Last)

(First)

(Middle)

C/O DCM INVESTMENT MANAGEMENT III, LLC

2420 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/01/2007

3. Issuer Name and Ticker or Trading Symbol
Neutral Tandem Inc [ TNDM ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	70,000⁽¹⁾	D
Common Stock	135,840	I	By The Dixon and Carol Doll Family Trust⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	3,719,703	⁽³⁾	I	By DCM III, L.P.⁽⁷⁾
Series B-1 Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	2,071,383	⁽⁴⁾	I	By DCM III, L.P.⁽⁷⁾
Series B-2 Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	488,430	⁽⁵⁾	I	By DCM III, L.P.⁽⁷⁾
Series C Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	444,027	⁽⁶⁾	I	By DCM III, L.P.⁽⁷⁾
Series A Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	98,556	⁽³⁾	I	By DCM III-A, L.P.⁽⁸⁾
Series B-1 Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	54,883	⁽⁴⁾	I	By DCM III-A, L.P.⁽⁸⁾
Series B-2 Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	12,941	⁽⁵⁾	I	By DCM III-A, L.P.⁽⁸⁾
Series C Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	11,765	⁽⁶⁾	I	By DCM III-A, L.P.⁽⁸⁾
Series A Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	181,741	⁽³⁾	I	By DCM Affiliates Fund III, L.P.⁽⁹⁾
Series B-1 Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	101,206	⁽⁴⁾	I	By DCM Affiliates Fund III, L.P.⁽⁹⁾
Series B-2 Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	23,864	⁽⁵⁾	I	By DCM Affiliates Fund III, L.P.⁽⁹⁾
Series C Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	21,695	⁽⁶⁾	I	By DCM Affiliates Fund III, L.P.⁽⁹⁾

1. Name and Address of Reporting Person^*

DOLL DIXON

(Last)

(First)

(Middle)

C/O DCM INVESTMENT MANAGEMENT III, LLC

2420 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

DCM Affiliates Fund III, L.P.

(Last)

(First)

(Middle)

2420 SAND HILL ROAD

SUITE 200

(Street)

MENLO PARK

94025

(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^*

DCM III, L.P.

(Last)

(First)

(Middle)

2420 SAND HILL ROAD

SUITE 200

(Street)

MENLO PARK

94025

(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^*

DCM III-A, L.P.

(Last)

(First)

(Middle)

2420 SAND HILL ROAD

SUITE 200

(Street)

MENLO PARK

94025

(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^*

DCM Investment Management III, LLC

(Last)

(First)

(Middle)

2420 SAND HILL ROAD

SUITE 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. One-quarter of the securities to which this note relates vested on 10/11/2007, the remaining three-quarters of the securities are subject to vesting in equal installments monthly over the subsequent 36 months.

2. These securities are owned by The Dixon and Carol Doll Family Trust (the "Trust"). Dr. Doll is a beneficiary of the Trust, and may be deemed to be an indirect beneficial onwer of the securities. Dr. Doll disclaims beneficial ownership of the reported securities except to the extent of any pecuniary interest therein. This report shall not be deemed an admission that any of the reporting persons is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

3. The Series A Preferred Stock is immediately convertible into Neutral Tandem, Inc. common stock and has no expiration date. Effective upon the closing of the issuer's initial public offering of common stock, the Series A Preferred Stock will automatically convert into the number of shares of common stock of Neutral Tandem, Inc. indicated in column 3.

4. The Series B-1 Preferred Stock is immediately convertible into Neutral Tandem, Inc. common stock and has no expiration date. Effective upon the closing of the issuer's initial public offering of common stock, the Series B-1 Preferred Stock will automatically convert into the number of shares of common stock of Neutral Tandem, Inc. indicated in column 3.

5. The Series B-2 Preferred Stock is immediately convertible into Neutral Tandem, Inc. common stock and has no expiration date. Effective upon the closing of the issuer's initial public offering of common stock, the Series B-2 Preferred Stock will automatically convert into the number of shares of common stock of Neutral Tandem, Inc. indicated in column 3.

6. The Series C Preferred Stock is immediately convertible into Neutral Tandem, Inc. common stock and has no expiration date. Effective upon the closing of the issuer's initial public offering of common stock, the Series C Preferred Stock will automatically convert into the number of shares of common stock of Neutral Tandem, Inc. indicated in column 3.

7. These securities are owned solely by DCM III, L.P. ("DCM III") which may be deemed to be a a member of a "group" pursuant to Section 13(d) of the Exchange Act with DCM III-A, L.P ("DCM III-A") and DCM Affiliates Fund III, L.P ("DCM Affiliates" and, together with DCM III and DCM III-A, the "DCM Funds"). DCM Investment Management, LLC ("DCM Management") is the general partner of each of the DCM Funds, and may be deemed to be an indirect beneficial owner of the securities. Dr. Dixon Doll is a managing member of DCM Management and may be deemed to be an indirect beneficial owner of the securities. DCM Management and Dr. Doll each disclaim beneficial ownership of the reported securities, except to the extent of any pecuniary interest therein. This report shall not be deemed an admission that any of the reporting persons is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

8. These securities are owned solely by DCM III-A, which may be deemed to be a a member of a "group" pursuant to Section 13(d) of the Exchange Act with the other DCM Funds. DCM Management and Dr. Doll may be deemed to be indirect beneficial owners of the securities. DCM Management and Dr. Doll each disclaim beneficial ownership of the reported securities, except to the extent of any pecuniary interest therein. This report shall not be deemed an admission that any of the reporting persons is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

9. These securities are owned solely by DCM Affiliates, which may be deemed to be a member of a "group" pursuant to Section 13(d) of the Exchange Act with the other DCM Funds. DCM Management and Dr. Doll may be deemed to be indirect beneficial owners of the securities. DCM Management and Dr. Doll each disclaim beneficial ownership of the reported securities, except to the extent of any pecuniary interest therein. This report shall not be deemed an admission that any of the reporting persons is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

	/s/ Richard Monto, as Attorney in Fact for Dixon R. Doll	11/01/2007
	/s/ Richard Monto, as Attorney in Fact for DCM Affiliates Fund III, L.P.	11/01/2007
	/s/ Richard Monto, as Attorney in Fact for DCM III, L.P.	11/01/2007
	/s/ Richard Monto, as Attorney in Fact for DCM III-A, L.P.	11/01/2007
	/s/ Richard Monto, as Attorney in Fact for DCM Investment Management III, LLC	11/01/2007
	** 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 5 (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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