13G Filing: Empery Asset Management, Lp and Pareteum Corp (NYSEMKT:TEUM)

Page 6 of 9 – SEC Filing

Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
(a) ¨ Broker or dealer registered under Section 15 of the Act,
(b) ¨ Bank as defined in Section 3(a)(6) of the Act,
(c) ¨ Insurance Company as defined in Section 3(a)(19) of the Act,
(d) ¨ Investment Company registered under Section 8 of the Investment Company Act of 1940,
(e) ¨ Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940,
(f) ¨ Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F),
(g) ¨ Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G),
(h) ¨ Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,
(i) ¨ Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940,
(j) ¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
(k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J),
please

specify the type of institution: ______________________________

Item 4. OWNERSHIP.
The information as of the date of the event which requires filing of this statement required by Items 4(a)
– (c) is set forth in Rows 5 – 11 of the cover page for each Reporting Person hereto and is incorporated herein by
reference for each such Reporting Person. The percentage set forth in Row 11 of the cover page for each Reporting Person is based
on 11,139,246 shares of Common Stock issued and outstanding as of March 14, 2017, as represented in the Company’s Prospectus
Supplement filed with the Securities and Exchange Commission on March 14, 2017 pursuant to Rule 424(b)(5) and assumes the exercise
of the Company’s reported warrants (the “Reported Warrants”) subject to the Blockers (as defined below).
Pursuant to the terms of the Reported Warrants, the Reporting Persons cannot exercise the Reported Warrants
to the extent the Reporting Persons would beneficially own, after any such exercise, more than 4.99% of the outstanding shares
of Common Stock (the “Blockers“), and the
percentage set forth in Row 11 of the cover page for each Reporting Person gives effect to the Blockers. Consequently, as of the
date of the event which requires the filing of this statement, the Reporting Persons were not able to exercise any of the Reported Warrants due to the Blockers.

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