Fusion Connect (FSNN) Form 4 Change in insider ownership

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^*

Unterberg Capital LLC

(Last) (First) (Middle)

445 PARK AVENUE

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FUSION TELECOMMUNICATIONS INTERNATIONAL INC [ FSNN ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/14/2015

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)
			Code	V	Amount	(A) or (D)	Price
Fusion Telecom common	12/14/2015	12/14/2015	P		1,834,862	A	$2.18	2,002,567	D(2)
Fusion Telecom common	09/30/2015	09/30/2015	P		33,848	A	(1)	167,705	D(3)
Fusion Telecom common	06/30/2015	06/30/2015	P		35,047	A	(1)	133,857	D(3)
Fusion Telecom common	03/31/2015	03/31/2015	P		17,067	A	(1)	98,810	D(3)
Fusion Telecom common	12/31/2014	12/31/2014	P		22,558	A	(1)	81,743	D(3)
Fusion Telecom common	11/10/2014	11/10/2014	P		5,000	A	$3.3239	59,185	D(3)
Fusion Telecom common	11/06/2014	11/06/2014	P		9,600	A	$3.3789	54,185	D(3)
Fusion Telecom common	09/30/2014	09/30/2014	P		17,708	A	(1)	44,585	D(3)
Fusion Telecom common	06/30/2014	06/30/2014	P		12,356	A	(1)	26,877	D(3)
Fusion Telecom common	03/31/2014	03/31/2014	P		14,521	A	(1)	14,521	D(3)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B-2 Senior cumulative convertible preferred stock(4)	$3	12/31/2013		C		5,000		02/08/2016	01/19/2016	common	1,666,667	$1,000	5,000	D(3)
Fusion Telecom $6.25 warrants(5)	$6.25	12/31/2013		C		320,000		01/19/2016	12/30/2018	common	320,000	$0	320,000	D(3)

Explanation of Responses:

1. These securities were acquired by a dividend for no additional consideration

2. These securities are held directly by Unterberg Technology Partners L.P. (located at the same address as the Reporting Person), of which the Reporting Person is the Investment Manager

3. These securities are held directly by Unterberg Koller Capital Fund L.P. (located at the same address as the Reporting Person), of which the Reporting Person is the Investment Manager

4. Convertible on a 1 for 200 basis into common shares

5. Convertible on a 1 for 1 basis into common shares

Remarks:

	/s/ Marjorie Caldon	01/19/2016
	** 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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