UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
Global Telecom & Technology, Inc.
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(Name of Issuer)
Common Stock, par value $0.0001 per share
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(Title of Class of Securities)
378979108
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(CUSIP Number)
J. Carlo Cannell
Cannell Capital, LLC
P.O. Box 3459
Jackson, WY 83001
(415) 835-8300
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 30, 2011
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Potential persons who are to respond to the collection of
information contained in this form are not required to respond
unless the form displays a current valid OMB control number.
Cusip No. 378979108
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only):
J. Carlo Cannell
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2. Check the Appropriate Box if a Member of a Group (See Instructions):
(a)
(b)
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3. SEC Use Only
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4. Source of Funds (See Instructions): WC/OO
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e):
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6. Citizenship or Place of Organization: USA
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Number of 7. Sole Voting Power: 4,395,980*
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Shares Beneficially 8. Shared Voting Power: 0
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Owned by
Each Reporting 9. Sole Dispositive Power: 4,395,980*
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Person With 10. Shared Dispositive Power: 0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person: 4,395,980*
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions):
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13. Percent of Class Represented by Amount in Row (11): 23.5%*
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14. Type of Reporting Person (See Instructions): IN
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* Based on information set forth on the Form 10-Q of Global Telecom &
Technology, Inc. (the "Company"), as filed with the Securities and Exchange
Commission (the "SEC") on May 13, 2011 there were 18,687,491 shares of the
Company's common stock, par value $0.0001 per share (the "Shares"), issued and
outstanding as of May 13, 2011. As of June 30, 2011, Anegada Master Fund
Limited ("Anegada"), Tristan Partners, L.P. ("Tristan"), The Cuttyhunk Master
Portfolio ("Cutty"), Tonga Partners, L.P. ("Tonga") and Tonga Partners QP, L.P.
("Tonga QP" and collectively with Anegada, Tristan, Cutty and Tonga, the
"Funds") owned in the aggregate (i) 3,472,080 shares of common stock, par value
$0.0001 per share of Global Telecom & Technology, Inc. and (ii) 923,900 Class Z
warrants, each exercisable to purchase one Share as of October 16, 2006.
Cannell Capital LLC acts as the investment adviser to Anegada and Cutty, and
is the general partner of and investment adviser to Tristan, Tonga and
Tonga QP. Mr. J. Cannell is the sole managing member of Cannell Capital LLC.
As a result, Mr. Cannell possesses sole power to vote and direct the
disposition of all securities of the Company held by the Funds. Thus, for the
purposes of Reg. Section 240.13d-3, as of June 30, 2011, Mr. Cannell is deemed
to beneficially own 4,395,980 Shares, or approximately 23.5% of the Shares
deemed issued and outstanding as of the Reporting Date.
Item 3. Source and Amount of Funds or Other Consideration
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All of the funds used in making the purchase of the securities
described in Item 5 of this Schedule 13D, as amended, came from the working
capital of the Funds. As of June 30, 2011 (the "Reporting Date"), the Funds
have invested an aggregate amount of $6,613,124 in the Shares or securities
convertible or exercisable into Shares.
Item 5. Interest in Securities of the Issuer
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Based on information set forth in the Company's 10-Q as filed with the
Securities and Exchange Commission on May 13, 2011, there were 18,687,491
Shares issued and outstanding as of May 13, 2011. As of the Reporting Date,
the Funds owned in the aggregate (i) 3,472,080 Shares, and (ii) 923,900 Class Z
warrants, each exercisable to purchase one Share as of October 16, 2006. The
Adviser acts as the investment adviser to Anegada and Cutty and is the
general partner of and investment adviser to Tristan, Tonga and Tonga QP. Mr.
J. Carlo Cannell is the sole managing member of the Adviser.
(a) As of the Reporting Date, for the purposes of Reg. Section
240.13d-3, Mr. Cannell is deemed to beneficially own 4,395,980 Shares, or
approximately 23.5% of the Shares deemed outstanding as of the Reporting Date.
(b) Mr. Cannell possesses the sole power to vote and to direct the
disposition of the securities held by the Funds.
(c) The following table details the transactions during the sixty days
on or prior to the Reporting Date, or since the most recent filing on Schedule
13D, and from the Reporting Date through June 30, 2011 in Shares, or securities
convertible into, exercisable for or exchangeable for Shares, by Mr. Cannell or
any other person or entity controlled by him or any person or entity for which
he possesses voting or investment control over the securities thereof.
(Purchases)
Date Security Quantity Price How Effected
---- -------- -------- ----- ------------
(Sales)
Date Security Quantity Price How Effected
---- -------- -------- ----- ------------
05/12/2011 shares 50,000 $1.18 Ordinary Brokerage
06/07/2011 shares 52,000 $1.17 Ordinary Brokerage
06/27/2011 shares 75,301 $1.23 Ordinary Brokerage
06/30/2011 shares 10,000 $1.24 Ordinary Brokerage
None.
(d) Not applicable.
(e) Not applicable.
Signature
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
July 29, 2011
/s/ J. Carlo Cannell
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J. Carlo Cannell in his capacity as the
Managing Member of Cannell Capital LLC,
investment adviser to Anegada Master Fund
Limited and The Cuttyhunk Master Portfolio
and the general partner of and investment
adviser to Tonga Partners, L.P., Tonga
Partners QP, L.P. and Tristan Partners,
L.P.
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).