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^*

ELLIOTT ANN

(Last)

(First)

(Middle)

96 MOWAT AVENUE

(Street)

TORONTO

M6K 3M1

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TUCOWS INC /PA/ [ tcow ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP Human Resources, Tucows

3. Date of Earliest Transaction (Month/Day/Year)
08/06/2003

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)
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)

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)
Stock Option (right to buy)	$0.37	08/06/2003		A		64,373		08/08/1988⁽¹⁾	08/06/2013	Common Stock	64,373	$0.00⁽⁴⁾	64,373	D
Stock Option (right to buy)	$0.37	08/06/2003		A		42,915		08/08/1988⁽²⁾	08/06/2013	Common Stock	42,915	$0.00⁽⁵⁾	42,915	D
Stock Option (right to buy)	$0.37	08/06/2003		A		54,000		08/08/1988⁽³⁾	08/06/2013	Common Stock	54,000	$0.00	54,000	D

Explanation of Responses:

1. 40,340 of the options granted were vested as of August 7, 2003 and the remainder vested or will vest on a monthly basis up to and including October 31, 2003.

2. 41,842 of the options granted were vested as of August 7, 2003 and the remainder vested or will vest on a monthly basis up to and including January 1, 2005.

3. 25% of the options granted will vest on August 5, 2004 and the remainder will vest on a monthly basis for the three years thereafter.

4. On February 5, 2003, the issuer cancelled, pursuant to the issuer's option exchange program, an option granted to the reporting person on January 2, 2001 for 64,373 shares at $0.91 per share. In exchange, the reporting person received the options reported herein.

5. On February 5, 2003, the issuer cancelled, pursuant to the issuer's option exchange program, an option granted to the reporting person on November 1, 1999 for 42,915 shares at $0.91 per share. In exchange, the reporting person received the options reported herein.

	/s/ Ann Elliott	08/08/2003
	** 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.
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