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^*

MEDINA MANUEL D

(Last)

(First)

(Middle)

2601 S. BAYSHORE DRIVE,

SUITE 900

(Street)

MIAMI

33133

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TERREMARK WORLDWIDE INC [ TWW ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2005

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)
Common Stock	03/16/2005		C		2,255,239⁽¹⁾	A	⁽¹⁾	2,255,239⁽²⁾	I	Managing Partner of CIG⁽¹⁾
Common Stock								26,713,480	D

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 Options	$3.25							09/21/2000	09/21/2010	Common Stock	100,000		100,000	D
Stock Options	$0.67							10/19/2001	10/18/2011	Common Stock	100,000		100,000	D
Stock Options	$0.6							10/08/2004	10/08/2014	Common Stock	115,000		115,000	D
Stock Options	$0.63							01/21/2005⁽³⁾	01/21/2015	Common Stock	100,000		100,000	D
Series G Preferred Stock	$0	03/16/2006		C/K			20	03/16/1999	03/16/2005	Common Stock	2,255,239⁽¹⁾	$0⁽¹⁾	0	I	Managing Partner of CIG

Explanation of Responses:

1. Communication Investors Group ("CIG") owns 20 shares of the Issuer's Series G Convertible Preferred Stock ("Series G Preferred Stock"). The Reporting Person is a managing partner of CIG and owns a 50% interest of CIG. On March 16, 2005, the Series G Preferred Stock automatically converted into 2,255,239 shares of the Issuer's Common Stock pursuant to its terms and conditions, resulting in The Reporting Person's indirect acquisition of such shares of Common Stock. The conversion rate is established pursuant to a formula set forth in the Issuer's Certificate of Incorporation and equaled on the date of conversion approximately 112,762 shares of common stock for each share of Series G preferred Stock.

2. The Reporting Person disclaims beneficial ownership of the securities indirectly owned through CIG, except to the extent of the Reporting Person's pecuniary interest in such securities.

3. The Stock Options become exercisable in accordance with the following vesting schedule: a) 10,000 shares vest for each director meeting attended on or after January 21, 2005 and b) any unvested options as of July 21, 2006 will be forfeited.

	/s/ Manuel D. Medina	03/18/2005
	** 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).
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