Sec Form 4 Filing - Turits Phillip @ FUSION TELECOMMUNICATIONS INTERNATIONAL INC - 2014-07-22

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Turits Phillip
2. Issuer Name and Ticker or Trading Symbol
FUSION TELECOMMUNICATIONS INTERNATIONAL INC [ FSNN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Treasurer and Secretary
(Last) (First) (Middle)
C/O FUSION TELECOMMUNICATIONS, 420 LEXINGTON AVENUE, SUITE #1718
3. Date of Earliest Transaction (MM/DD/YY)
07/22/2014
(Street)
NEW YORK, NY10170
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 07/22/2014 S 7,500 ( 1 ) D $ 5 ( 1 ) 0 D
Common Stock 08/28/2014 S 4,155 ( 1 ) D $ 5 ( 1 ) ( 2 ) 95,828 ( 1 ) D
Common Stock 09/08/2014( 3 ) S 16,311 ( 1 ) ( 3 ) D 17,194 ( 1 ) ( 3 ) I ( 3 ) ( 5 ) By son ( 3 ) ( 5 )
Common Stock 09/12/2014( 4 ) S 11,943 ( 1 ) ( 4 ) D 21,562 ( 1 ) ( 4 ) I ( 4 ) ( 5 ) By Daughter ( 4 ) ( 5 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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-1 Preferred Stock $ 82.5 09/18/2014 09/18/2014 Common Stock 303 ( 1 ) 0 D
Series A-2 Preferred Stock $ 41.5 09/18/2014 09/18/2014 Common Stock 723 ( 1 ) 0 D
Series B-2 Preferred Stock $ 6.25 09/18/2014 09/18/2014 Common Stock 1,280 ( 1 ) 0 D
Warrants ( 6 ) 09/18/2014( 6 ) A 0 ( 6 ) ( 6 ) ( 6 ) Common Stock ( 1 ) ( 6 ) $ 0 ( 6 ) 0 ( 6 ) D
Options ( 7 ) 09/18/2014( 7 ) A 2,800 ( 7 ) ( 7 ) Common Stock ( 7 ) $ 0 ( 7 ) 0 ( 7 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Turits Phillip
C/O FUSION TELECOMMUNICATIONS
420 LEXINGTON AVENUE, SUITE #1718
NEW YORK, NY10170
X Treasurer and Secretary
Signatures
/s/ Phillip D. Turits 09/18/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On May 13, 2014, Fusion completed a 50 for 1 reverse stock split. All numbers reported on this form give effect to that reverse stock split.
( 2 )These shares have been transferred in settlement of a debt. Actual price can?t be determined until they are sold by the creditor.
( 3 )Since September 8, 2014, James Turits has sold a total of 16,311 shares of the Company?s common stock on the following dates and at the following prices: September 8, 2014, 1,000 shares at $4.50 per share; September 10, 2014, 4,000 shares at $4.45 per share and 400 shares at $4.40 per share; September 11, 3,000 shares at $4.65 per share and 2,000 shares at $4.40 per share; September 12, 2014, 2,000 at $4.60 per share and 911 shares at $4.65 per share; September 15, 2014, 1,000 shares at $4.65 per share and 600 shares at $4.70 per share; and on September 16, 2014, 900 shares at $4.65 per share and 500 shares at $4.60 per share.
( 4 )Since September 12, 2014, Isabelle Turits has sold a total of 11,943 shares of the Company?s common stock on the following dates and at the following prices: September 12, 2014, 1,200 shares at $4.70 per share; September 15, 2014, 1,000 shares at $4.50 per share and 743 at $4.75 per share; September 16, 2014, 1,734 shares at $4.6035 per share and 266 shares $4.60 per share; September 17, 2014, 2,506 shares at $4.76 per share, 662 shares at $4.75 per share, 300 shares at $4.77 per share, 276 shares at $4.80 per share, 238 at $4.82 per share and 18 shares at $4.76 per share; and on September 18, 2014, 2,000 shares at $4.70 per share and 1,000 shares at $4.75 per share.
( 5 )Mr. Turits disclaims beneficial ownership of these shares.
( 6 )In connection with the various purchases of the Company?s Preferred Shares, such shares have come with warrants to purchase shares of the Company?s common stock. Mr. Turits currently has the following warrants: warrants to purchase 361 shares at $41.50 per share which expire on November 9, 2014; warrants to purchase 366 shares at $6.85 per share which expire on October 22, 2017; warrants to purchase 111 shares at $10.80 per share which expire on November 16, 2014; warrants to 4,875 shares at $9.60 per share that expire on November 18, 2014; warrants to purchase 666 shares at $7.00 per share that expire on February 3, 2015; warrants to purchase 762 shares at $4.70 per share that expire on July 1, 2018; warrants to purchase 128 shares at $6.25 per share that expire on December 31, 2018; and warrants to purchase 192 shares at $6.25 per share that expire on January 24, 2019.
( 7 )During the past six years, Mr. Turits has received the grant of stock options in connection with his service as a Director to the Company. These option grants were apparently not previously reported on a Form 4 or Form 5. These grants were as follows: March 26, 2008, 400 shares at a strike price of $15.50 per share; March 26, 2009, 400 shares at a strike price of $5.50 per share; April 14, 2010, 500 shares at a strike price of $6.00 per share; October 19, 2011, 500 shares at a strike price of $4.50 per share; October 17, 2012, 500 shares at a strike price of $5.50 per share; and January 15, 2014, 500 shares at a strike price of $7.00 per share. Each of these options were immediately exercisable and expire on the seventh anniversary of their issue 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 C riminal 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.