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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Neutral Tandem Inc [ TNDM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/07/2007 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | ||||||
Series A Preferred Stock | 11/07/2007 | C | 3,719,703 | A | (1) | 3,719,703 | I | By DCM III, L.P.(5) | ||
Series B-1 Preferred Stock | 11/07/2007 | C | 2,071,383 | A | (2) | 5,791,086 | I | By DCM III, L.P.(5) | ||
Series B-2 Preferred Stock | 11/07/2007 | C | 488,430 | A | (3) | 6,279,516 | I | By DCM III, L.P.(5) | ||
Series C Preferred Stock | 11/07/2007 | C | 444,027 | A | (4) | 6,723,543 | I | By DCM III, L.P.(5) | ||
Series A Preferred Stock | 11/07/2007 | C | 98,556 | A | (1) | 98,556 | I | By DCM III-A, L.P.(6) | ||
Series B-1 Preferred Stock | 11/07/2007 | C | 54,883 | A | (2) | 153,449 | I | By DCM III-A, L.P.(6) | ||
Series B-2 Preferred Stock | 11/07/2007 | C | 12,941 | A | (3) | 166,390 | I | By DCM III-A, L.P.(6) | ||
Series C preferred stock | 11/07/2007 | C | 11,765 | A | (4) | 178,115 | I | By DCM III-A, L.P.(6) | ||
Series A Preferred Stock | 11/07/2007 | C | 181,741 | A | (1) | 181,741 | I | By DCM Affiliates Fund III, L.P.(7) | ||
Series B-1 Preferred Stock | 11/07/2007 | C | 101,206 | A | (2) | 282,947 | I | By DCM Affiliates Fund III, L.P.(7) | ||
Series B-2 Preferred Stock | 11/07/2007 | C | 23,864 | A | (3) | 306,811 | I | By DCM Affiliates Fund III, L.P.(7) | ||
Series C Preferred Stock | 11/07/2007 | C | 21,695 | A | (4) | 328,506 | I | By DCM Affiliates Fund III, L.P.(7) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Series A Preferred Stock | (1) | 11/07/2007 | C | 3,719,703 | (1) | (1) | Common Stock | 3,719,703 | (1) | 0 | I | By DCM III, L.P.(5) | |||
Series B-1 Preferred Stock | (2) | 11/07/2007 | C | 2,071,383 | (2) | (2) | Common Stock | 2,071,383 | (2) | 0 | I | By DCM III, L.P.(5) | |||
Series B-2 Preferred Stock | (3) | 11/07/2007 | C | 488,430 | (3) | (3) | Common Stock | 488,430 | (3) | 0 | I | By DCM III, L.P.(5) | |||
Series C Preferred Stock | (4) | 11/07/2007 | C | 444,027 | (4) | (4) | Common Stock | 444,027 | (4) | 0 | I | By DCM III, L.P.(5) | |||
Series A Preferred Stock | (1) | 11/07/2007 | C | 98,556 | (1) | (1) | Common Stock | 98,556 | (1) | 0 | I | By DCM III-A, L.P.(6) | |||
Series B-1 Preferred Stock | (2) | 11/07/2007 | C | 54,883 | (2) | (2) | Common Stock | 54,883 | (2) | 0 | I | By DCM III-A, L.P.(6) | |||
Series B-2 Preferred Stock | (3) | 11/07/2007 | C | 12,941 | (3) | (3) | Common Stock | 12,941 | (3) | 0 | I | By DCM III-A, L.P.(6) | |||
Series C Preferred Stock | (4) | 11/07/2007 | C | 11,765 | (4) | (4) | Common Stock | 11,765 | (4) | 0 | I | By DCM III-A, L.P.(6) | |||
Series A Preferred Stock | (1) | 11/07/2007 | C | 181,741 | (1) | (1) | Common Stock | 181,741 | (1) | 0 | I | By DCM Affiliates Fund III, L.P.(7) | |||
Series B-1 Preferred Stock | (2) | 11/07/2007 | C | 101,206 | (2) | (2) | Common Stock | 101,206 | (2) | 0 | I | By DCM Affiliates Fund III, L.P.(7) | |||
Series B-2 Preferred Stock | (3) | 11/07/2007 | C | 23,864 | (3) | (3) | Common Stock | 23,864 | (3) | 0 | I | By DCM Affiliates Fund III, L.P.(7) | |||
Series C Preferred Stock | (4) | 11/07/2007 | C | 21,695 | (4) | (4) | Common Stock | 21,695 | (4) | 0 | I | By DCM Affiliates Fund III, L.P.(7) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. The Series A Preferred Stock converted into Neutral Tandem, Inc. common stock and has no expiration date. |
2. The Series B-1 Preferred Stock converted into Neutral Tandem, Inc. common stock and has no expiration date. |
3. The Series B-2 Preferred Stock converted into Neutral Tandem, Inc. common stock and has no expiration date. |
4. The Series C Preferred Stock converted into Neutral Tandem, Inc. common stock and has no expiration date. |
5. These securities are owned solely by DCM III, L.P., who may be deemed to be a member of a "group" pursuant to Section 13(d) of the Exchange Act with DCM III-A, L.P and DCM Affiliates Fund III, L.P (collectively, the "DCM Funds"). DCM Investment Management III, 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. Dixon Doll is a member of DCM Management and may be deemed to be an indirect beneficial owner of the securities. DCM Management and Mr. 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. |
6. These securities are owned solely by DCM III-A, L.P., who 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 Mr. Doll may be deemed to be indirect beneficial owners of the securities. DCM Management and Mr. 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. |
7. These securities are owned solely by DCM Affiliates Fund III, L.P., who 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 Mr. Doll may be deemed to be indirect beneficial owners of the securities. DCM Management and Mr. 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 S. Monto, as Attorney in Fact for Dixon R. Doll | 11/09/2007 | |
/s/ Richard S. Monto, as Attorney in Fact for DCM III, L.P. | 11/09/2007 | |
/s/ Richard S. Monto, as Attorney in Fact for DCM III-A, L.P. | 11/09/2007 | |
/s/ Richard S. Monto, as Attorney in Fact for DCM Affiliates Fund III, L.P. | 11/09/2007 | |
/s/ Richard S. Monto, as Attorney in Fact for DCM Investment Management III, LLC | 11/09/2007 | |
** 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 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |