| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 01/12/2015 | 3. Issuer Name and Ticker or Trading Symbol DELTATHREE INC [ [DDDC.OB] ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Class A Common Stock, $0.001 Par Value | 39,000,000 | I | By D4 Holdings, LLC(1) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Warrant (right to buy) | 03/14/2009 | 02/12/2019 | Class A Common Stock | 30,000,000 | 0.02 | I | By D4 Holdings, LLC(1) |
| Warrant (right to buy) | 08/10/2010 | 08/10/2020 | Class A Common Stock | 4,000,000 | 0.02 | I | By D4 Holdings, LLC(1) |
| Warrant (right to buy) | 03/02/2011 | 03/02/2021 | Class A Common Stock | 1,000,000 | 0.02 | I | By D4 Holdings, LLC(1) |
| Warrant (right to buy) | 11/13/2012 | 11/13/2022 | Class A Common Stock | 10,000,000 | 0.02 | I | By D4 Holdings, LLC(1) |
| Warrant (right to buy) | 03/28/2014 | 03/28/2024 | Class A Common Stock | 10,000,000 | 0.02 | I | By D4 Holdings, LLC(1) |
| 12% Convertible Note due January 2, 2016 | 08/12/2011 | 01/02/2016 | Class A Common Stock | 22,746,325 | 0.08 | I | By D4 Holdings, LLC(1) |
| Explanation of Responses: |
| 1. The securities reported herein are held directly by D4 Holdings, LLC ("D4 Holdings"). The reporting person is a member of Manna Holdings, LLC, which is the sole member of D4 Holdings. As such, the reporting person may be deemed to beneficially own the securities reported herein and owned directly by D4 Holdings. The reporting person disclaims beneficial ownership of such securities, and this report shall not be deemed an admission that such reporting person is the beneficial owner of the securities for the purpose of Section 16 or for any other purpose, except to the extent of such reporting person's pecuniary interest therein. |
| Charles F Barker | 03/13/2015 | |
| ** 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 5 (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. | ||
| 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. | ||
