Sec Form 4/A Filing - BURMESTER PAUL ROBERT @ ELEPHANT TALK COMMUNICATIONS CORP - 2013-11-04

FORM 4/A 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

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1. Name and Address of Reporting Person BURMESTER PAUL ROBERT 2. Issuer Name and Ticker or Trading Symbol ELEPHANT TALK COMMUNICATIONS CORP [ ETAK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO of ValidSoft (Last) (First) (Middle) SCHIPHOL BOULEVARD 249 3. Date of Earliest Transaction (MM/DD/YY) 11/04/2013 (Street) SCHIPHOL, P71118BH 4. If Amendment, Date Original Filed (MM/DD/YY) 11/21/2013 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

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 Non-qualified Stock Option $ 0.6228 11/04/2013( 1 )( 2 ) A 900,000 ( 1 )( 2 )( 3 ) 11/04/2018 Common Stock 900,000 $ 0 900,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BURMESTER PAUL ROBERT SCHIPHOL BOULEVARD 249 SCHIPHOL, P71118BH CEO of ValidSoft Signatures /s/ Paul Burmester, by Alex Vermeulen, Attorney in fact 01/23/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On November 4, 2013, the Reporting Person was granted the option to purchase up to 4,500,000 shares of the Issuer's common stock. Twenty percent, or 900,000, of the options vested and became exercisable as of November, 4, 2013 (the "Initial Option"), subject to stockholder approval described in Note 3 below. The remaining eighty percent of the options (the "Performance Options" and together with the Initial Option, the "Options") are eligible to vest and become exercisable subject to the attainment of certain performance goals for each of calendar years 2014, 2015, 2016 and 2017 (the "Performance Goals"). Ten percent of the Performance Options shall vest and become exercisable upon achievement of fifty percent of the Performance Goals for each applicable calendar year. ( 2 )An additional ten percent of the Performance Options shall vest and become exercisable upon achievement of one hundred percent of the Performance Goals for each applicable calendar year. This Amendment is being filed to reflect that only twenty percent of the Options granted on November 4, 2013 have vested. ( 3 )The Reporting Person was granted the Options subject to stockholder approval of the Issuer's Amended and Restated 2008 Long-Term Incentive Compensation Plan (the "A&R Plan") which was obtained on December 18, 2013 at the Issuer's Annual Meeting of Stockholders.

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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