Sec Form 5 Filing - QAT Investments SA @ ELEPHANT TALK COMMUNICATIONS CORP - 2014-12-31

FORM 5 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 QAT Investments SA 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 X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 6 RUE EUGENE RUPERT, VERTIGO NOAS BUILDING 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2014 (Street) LUXEMBOURG, N4L-2453 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 09/20/2010 S 215,000 D $ 1.25 403,175 D Common Stock 09/23/2010 S 120,000 D $ 1.5 403,175 D Common Stock 09/26/2010 S 33,300 ( 1 ) D $ 2 403,175 D Common Stock 09/26/2010 S 11,100 D $ 1.5 403,175 D Common Stock 09/28/2010 S 358,593 D $ 1.35 403,175 D Common Stock 09/28/2010 S 150,000 D $ 1.5 403,175 D Common Stock 09/28/2010 S 35,000 ( 2 ) D $ 2 403,175 D Common Stock 09/28/2010 S 5,000 ( 3 ) D $ 1.75 403,175 D Common Stock 03/12/2010 S 26,650 D $ 1.22 13,676,083 I See footnote ( 4 ) Common Stock 05/20/2010 S 125,189 D $ 1.2 13,676,083 I See footnote ( 4 ) Common Stock 04/21/2011 A 42,912 A $ 0 403,175 D ( 5 ) Common Stock 08/02/2011 A 30,427 A $ 0 403,175 D ( 6 ) Common Stock 10/24/2011 A 26,488 A $ 0 403,175 D ( 7 ) Common Stock 03/01/2012 A 27,784 A $ 0 403,175 D ( 8 ) Common Stock 04/17/2012 A 28,014 A $ 0 403,175 D ( 9 ) Common Stock 10/07/2012 A 34,562 A $ 0 403,175 D ( 10 ) Common Stock 10/15/2012 A 44,909 A $ 0 403,175 D ( 11 ) Common Stock 01/17/2013 A 55,608 A $ 0 403,175 D ( 12 ) Common Stock 04/22/2013 A 69,410 A $ 0 403,175 D ( 13 ) Common Stock 08/01/2013 A 43,061 A $ 0 403,175 D ( 14 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other QAT Investments SA 6 RUE EUGENE RUPERT VERTIGO NOAS BUILDING LUXEMBOURG, N4L-2453 X Signatures /s/ Bernard Moncarey 03/27/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Person's sale of these shares were matchable under Section 16 (b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to the extent of 33,300 shares with the Reporting Person's purchases of 33,300 shares at a price of $1.50 per share on September 1, 2010. The Reporting Person had paid $16,650 to the Company, representing the full amount of the profit realized in connection with this short-swing transaction. ( 2 )The Reporting Person's sale of these shares were matchable under Section 16 (b) of the Exchange Act, to the extent of 35,000 shares with the Reporting Person's purchases of 33,300 shares at a price of $1.50 per share on September 1, 2010. The Reporting Person had paid $17,500 to the Company, representing the full amount of the profit realized in connection with this short-swing transaction. ( 3 )The Reporting Person's sale of these shares were matchable under Section 16 (b) of the Exchange Act, to the extent of 5,000 shares with the Reporting Person's purchases of 33,300 shares at a price of $1.50 per share on September 1, 2010. The Reporting Person had paid $1,250 to the Company, representing the full amount of the profit realized in connection with this short-swing transaction. ( 4 )Shares are held by RWC, which the Reporting Person holds a 51.3% interest. RWC sold the shares to the Reporting Person in a private transaction pursuant to Regulation S. ( 5 )Shares were issued at no cost to the Reporting Person in lieu of certain cash compensation for services provided by Steven van der Velden, Yves Van Sante and Johan Dejager, during the first quarter of 2011, pursuant to certain consulting agreement between the Company and the Reporting Person; ( 6 )Shares were issued at no cost to the Reporting Person in lieu of certain cash compensation for services provided by Steven van der Velden, Yves Van Sante and Johan Dejager, during the second quarter of 2011, pursuant to certain consulting agreement between the Company and the Reporting Person ( 7 )Shares were issued at no cost to the Reporting Person in lieu of certain cash compensation for services provided by Steven van der Velden, Yves Van Sante and Johan Dejager, during the third quarter of 2011, pursuant to certain consulting agreement between the Company and the Reporting Person ( 8 )Shares were issued at no cost to the Reporting Person in lieu of certain cash compensation for services provided by Steven van der Velden, Yves Van Sante and Johan Dejager, during the fourth quarter of 2011, pursuant to certain consulting agreement between the Company and the Reporting Person ( 9 )Shares were issued at no cost to the Reporting Person in lieu of certain cash compensation for services provided by Steven van der Velden, Yves Van Sante and Johan Dejager , during the first quarter of 2012, pursuant to certain consulting agreement between the Company and the Reporting Person; ( 10 )Shares were issued at no cost to the Reporting Person in lieu of certain cash compensation for services provided by Steven van der Velden, Yves Van Sante and Johan Dejager , during the second quarter of 2012, pursuant to certain consulting agreement between the Company and the Reporting Person ( 11 )Shares were issued at no cost to the Reporting Person in lieu of certain cash compensation for services provided by Steven van der Velden, Yves Van Sante and Johan Dejager, during the third quarter of 2012, pursuant to certain consulting agreement between the Company and the Reporting Person ( 12 )Shares were issued at no cost to the Reporting Person in lieu of certain cash compensation for services provided by Steven van der Velden, Yves Van Sante and Johan Dejager, during the fourth quarter of 2012, pursuant to certain consulting agreement between the Company and the Reporting Person ( 13 )Shares were issued at no cost to the Reporting Person in lieu of certain cash compensation for services provided by Steven van der Velden, Yves Van Sante and Johan Dejager , during the first quarter of 2013, pursuant to certain consulting agreement between the Company and the Reporting Person ( 14 )Shares were issued at no cost to the Reporting Person in lieu of certain cash compensation for services provided by Steven van der Velden,, during the second quarter of 2013, pursuant to certain consulting agreement between the Company and the Reporting Person

Remarks: Due to the EDGAR limitation that the maximum number of rows on a Form 5 is 30, the reporting person is filing two Form 5s for the fiscal year ended December 31, 2015.

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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