SC 14D9

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Schedule 14D-9

(Rule 14d-101)

SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. ___)

Global Traffic Network, Inc.

(Name of Subject Company)

T. Rowe Price New Horizons Fund, Inc.

(Name of Person Filing Statement)

Common Stock, Par Value $.001 Per Share
(Title of Class of Securities)

37947B103
(CUSIP Number of Class of Securities)

David Oestreicher
Vice President
100 East Pratt Street
Baltimore, Maryland 21202
(410) 345-2628
(Name, Address and Telephone Number of Person Authorized to Receive
Notice and Communications on Behalf of the Person Filing Statement)

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

ITEM 1. SUBJECT COMPANY INFORMATION.

Name and Address

The name of the subject company is Global Traffic Network, Inc., a Nevada corporation (“Global Traffic”). The address of the principal executive offices of Global Traffic is 880 Third Avenue, 6th Floor, New York, New York 10022, and its telephone number is (212) 896-1255.

Class of Securities

The title of the class of equity securities to which this Schedule 14D-9 relates is the common stock, par value $.001 per share, of Global Traffic (the “Shares”, each a “Share”, and the holders of such Shares, “Shareholders”). As of the close of business on July 22, 2011, there were 19,060,350 Shares issued and outstanding.

ITEM 2. IDENTITY AND BACKGROUND OF FILING PERSON.

Name and Address of Person Filing this Statement

This statement is being filed by the T. Rowe Price New Horizons Fund, Inc., a Maryland corporation (the “Fund”), with its principal business office being located at 100 East Pratt Street, Baltimore, Maryland 21202 and its business telephone number being (410) 345-2000. The Fund is an investment company registered under the Investment Company Act of 1940, as amended. T. Rowe Price Associates, Inc. (“TRPA”) serves as the investment adviser to the Fund. The position of the Fund expressed herein does not necessarily reflect the views held by other affiliated funds and accounts managed by TRPA (“Affiliated Accounts”) with respect to the Offer.

Tender Offer

This Schedule 14D-9 relates to the tender offer (the “Offer”) by GTCR Gridlock Acquisition Sub, Inc., a Nevada corporation (“Purchaser”) and a direct wholly-owned subsidiary of GTCR Gridlock Holdings, Inc., a Delaware corporation (“U.S. Parent”) which is an indirect wholly-owned subsidiary of GTCR Gridlock Holdings (Cayman), L.P., a Cayman Islands exempted limited partnership (“Parent”), to purchase all of Global Traffic’s outstanding Shares for $14.00 per Share, payable net to the seller in cash without interest thereon, less any applicable withholding taxes (the “Offer Price”), upon the terms and subject to the conditions set forth in Purchaser’s Offer to Purchase, dated August 9, 2011 (as amended or supplemented from time to time, the “Offer to Purchase”), and in the related Letter of Transmittal. The Offer is further described in a Tender Offer Statement on Schedule TO (as amended or supplemented from time to time, the “Schedule TO”), which was filed by Purchaser, Parent and certain other Filing Persons (as defined in the Schedule TO) with the U.S. Securities and Exchange Commission (the “SEC”) on August 9, 2011. The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of August 2, 2011, among Global Traffic, Parent, U.S. Parent and Purchaser (the “Merger Agreement”).

The address of Purchaser is 300 North LaSalle Street, Suite 5600, Chicago, Illinois 60654, and Purchaser’s telephone number is (312) 382-2200.

ITEM 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.

Not applicable.

ITEM 4. THE SOLICITATION OR RECOMMENDATION

The Fund sent a letter (the “Letter) to Global Traffic’s Special Committee of the Board of Directors on September 7, 2011, outlining its belief that each Share of Global Traffic is worth substantially more than the Offer Price. Additionally, the Fund believes that the shareholders will be better served if Global Traffic remains a publicly traded company and continues on its path toward improving profitability, spreading these returns across the company’s base of shareholders instead of delivering them directly to management and some newly arrived private equity investors. A copy of the Letter is included as Exhibit 1 to this Schedule 14D-9 and is incorporated herein by reference. The Fund does not currently intend to tender any of the Shares it beneficially owns pursuant to the Tender Offer.

ITEM 5. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.

Not applicable.

ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

(1) 1. Affiliated Accounts

2. August 3, 2011

3. 1,058,427 shares

4. $13.964 per share

5. Sales on NASDAQ

(2) 1. The Fund

2. August 8, 2011

3. 80,735 shares

4. $13.881 per share

5. Sales on NASDAQ

(3) 1. Affiliated Accounts

2. August 8, 2011

3. 9,900 shares

4. $13.881 per share

5. Sales on NASDAQ

(4) 1. The Fund

2. August 9, 2011

3. 191,765 shares

4. $13.899 per share

5. Sales on NASDAQ

(5) 1. Affiliated Accounts

2. August 9, 2011

3. 23,400 shares

4. $13.899 per share

5. Sales on NASDAQ

(6) 1. Affiliated Accounts

2. August 10, 2011

3. 100 shares

4. $13.93 per share

5. Buy on NASDAQ

(7) 1. Affiliated Accounts

2. August 11, 2011

3. 25,000 shares

4. $13.902 per share

5. Sale on NASDAQ

ITEM 7. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.

Not applicable.

ITEM 8. ADDITIONAL INFORMATION.

Not applicable.

ITEM 9. EXHIBITS.

Exhibit No.		Description
	1	Letter, dated September 7, 2011, from T. Rowe Price New Horizons Fund, Inc. to the Special Committee of Global Traffic.

SIGNATURE

After due inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

T. Rowe Price New Horizons Fund, Inc.
By:	/s/ David Oestreicher
	Name:	David Oestreicher
	Title:	Vice President

Dated: September 8, 2011

EX-99.1

Exhibit 1

via e-mail

September 7, 2011

Special Committee of the Board of Directors
Global Traffic Network, Inc.
Mr. Shane Coppola
Mr. Gary Benson
Mr. Stuart Romenesko

Dear Messrs. Coppola, Benson and Romenesko:

I am writing on behalf of the T. Rowe Price New Horizons Fund, Inc. (the “New Horizons Fund”), which is a shareholder of Global Traffic Network, Inc. (“GNET”), to inform you that the Fund will not tender its shares under the terms currently offered. As of today, the New Horizons Fund holds 1.4 million shares of GNET, about 7.5 percent of total shares outstanding.

I have read the Schedule 13D filing of Harvest Capital Strategies, and I agree with many of the concerns they raised. My analysis results in the same conclusion, that this is the wrong transaction at the wrong price and at the wrong time.

In particular, I am concerned about what I see as the opportunistic timing of the offer. As a long term shareowner of the company, I have persistently supported the company throughout its period of investment in new business opportunities. These include the company’s operations in Canada and the U.K., and to a lesser extent, the mobile business. I believe GNET management was correct to view Canada as a high-potential market, and I expect this division’s profitability to begin climbing markedly over the next 18-24 months. In the U.K., I also expect rising profitability over time as GNET’s management is able to transition the legacy business there to a potentially higher margin model.

Based on management’s recent forecasts and our own analysis of the company’s segments, I believe GNET has reached a significant inflection point in profitability, and consequently its potential market valuation. Even if we assume the mobile business remains a neutral to slightly negative contributor, the growing margins and large market opportunities represented by the Canada and U.K. divisions, together with the more mature Australia business, will not likely be lost on market participants for long. We believe businesses with the growth prospects and margin potential of GNET should be trading at a multiple of EBITDA in the 10-12x range. Such a valuation, of course, will represent very attractive potential returns for GNET’s investors over time.

In my view, it is fundamentally unfair to expect GNET’s public shareholders to provide the capital investment required to bring the company to this point, then allow it to change hands at an unduly low valuation right before this long period of investment begins to pay off. In other words, the reason for my refusal to tender has little to do with the offer’s price of $14.00 per share, although I have highlighted my conviction that the price represents a serious undervaluation of the company. Instead, it is a reflection of my belief that the Fund’s interests will be better served if GNET continues to be a publicly traded company and continues on its current path toward improving profitability, spreading these returns across the company’s base of shareholders instead of delivering them directly to management and some newly arrived private equity investors.

It should be noted that I appreciate the efforts of the Special Committee. Certain of the provisions in the transaction may ultimately prove to be an effective means of ensuring fairness for the public shareholders, and I sincerely appreciate the Committee’s negotiations on our behalf. Ultimately, my disagreement with your decisions in this situation boils down to my view of the true fair value of the company and its great potential if it remains a public entity.

I continue to believe that GNET, as a publicly-held company, represents an attractive investment for the New Horizon Fund. I hope my conviction is evident based on the size of the fund’s investment in the company. However, I cannot support this current effort by management and outside investors to reallocate an outsized portion of the company’s value to themselves through this going private transaction.

Sincerely,

/s/: Henry Ellenbogen

Henry Ellenbogen

President

T. Rowe Price New Horizons Fund, Inc.