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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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*
STEPHENS PAUL HARBOUR

(Last) (First) (Middle)
ONE SANSOME STREET

(Street)
SAN FRANCISCO CA 94104

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
AXESSTEL INC [ AFT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
See footnote 3
3. Date of Earliest Transaction (Month/Day/Year)
09/01/2006
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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)
Code V Amount (A) or (D) Price
Common Stock, $.0001 par value per share 09/01/2006 P 2,600 A $1.6 1,484,880 I By: Nanocap Qualified Fund, L.P.(1)(3)
Common Stock, $.0001 par value per share 09/05/2006 P 1,900 A $1.6463 1,486,780 I By: Nanocap Qualified Fund, L.P.(1)(3)
Common Stock, $.0001 par value per share 09/06/2006 P 5,600 A $1.65 1,492,380 I By: Nanocap Qualified Fund, L.P.(1)(3)
Common Stock, $.0001 par value per share 959,123 I By: Orphan Fund, L.P.(2)(3)
Common Stock, $.0001 par value per share 837,497 I By: Nanocap Fund, L.P.(2)(3)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. These securities are held directly by Nanocap Qualified Fund, L.P. ("NQF"), which for Section 16 purposes, is not itself the beneficial owner of more than 10% of the issuer's common stock. Stephens Investment Management, LLC ("SIM"), a registered investment adviser, is NQF's general partner and investment manager, and Paul H. Stephens is a managing member and minority owner of SIM. Each of SIM, Mr. Stephens and NQF expressly disclaims beneficial ownership in these securities, except to the extent of their respective pecuniary interests therein.
2. These securities are held directly by Orphan Fund, L.P. and Nanocap Fund, L.P., U.S. investment limited partnerships (the "Partnerships"), neither of which, for Section 16 purposes, is itself the beneficial owner of more than 10% of the issuer's common stock. SIM is the general partner and investment manager of each of the Partnerships. Paul H. Stephens is a managing member and minority owner of SIM, and Mr. Stephens also holds limited partnership interests in each of the Partnerships. Each of SIM, Mr. Stephens and each Partnership expressly disclaims beneficial ownership in these securities, except to the extent of their respective pecuniary interests therein.
3. Because Mr. Stephens, as a managing member of SIM, may be deemed to be a "control person" who, for purposes of Rule 16a-1(a)(1)(vii), may be deemed to hold in excess of 1% of the issuer's common stock indirectly through his limited partnership interests in the Partnerships, Mr. Stephens has voluntarily elected to file this Form 4 as a reporting person to report transactions by NQF. Mr. Stephens' election to file this Form 4 should not be construed as an admission of his status as a control person under Rule 16a-1(a)(1)(vii) or as a 10% beneficial owner of the issuer's common stock for Section 16 purposes. In addition, Mr. Stephens, as the reporting person, disclaims membership in a group with any non-reporting person within the meaning of Rule 13d-5(b)(1) and Rule 16a-1(a)(1).
Remarks:
/s/ Paul H. Stephens 09/06/2006
** 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.