ARENA PAUL R - 4 filing on 2004-06-07

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^*

ARENA PAUL R

(Last)

(First)

(Middle)

301 YAMATO ROAD

SUITE 2112

(Street)

BOCA RATON

33431

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
I2 TELECOM INTERNATIONAL INC [ ITUI ]

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
CEO, Chairman, Secretary

3. Date of Earliest Transaction (Month/Day/Year)
06/03/2004

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/03/2004		C		1,800,502	A	⁽¹⁾	2,898,064	D
Common Stock	06/03/2004		C		577	A	⁽¹⁾	929	I	By Spouse
Common Stock	06/03/2004		C		52,008	A	⁽¹⁾	83,712	I	By Childrens' Trusts
Common Stock	06/03/2004		C		298,971	A	⁽²⁾	3,197,035	D
Common Stock	06/03/2004		C		59,794	A	⁽²⁾	60,723	I	By Spouse
Common Stock	06/03/2004		C		119,588	A	⁽³⁾	3,316,623	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Preferred Stock Series B	⁽¹⁾	06/03/2004		C			28,711.26	06/03/2004	06/03/2004	common stock	1,800,502	⁽¹⁾	0	D
Preferred Stock Series B	⁽¹⁾	06/03/2004		C			9.2	06/03/2004	06/03/2004	common stock	577	⁽¹⁾	0	I	By Spouse
Preferred Stock Series B	⁽¹⁾	06/03/2004		C			829.34	06/03/2004	06/03/2004	common stock	52,008	⁽¹⁾	0	I	By Childrens' Trusts
Preferred Stock Series A-1	⁽²⁾	06/03/2004		C			1,125	06/03/2004	06/03/2004	common stock	298,971	⁽²⁾	0	D
Preferred Stock Series A-1	⁽²⁾	06/03/2004		C			225	06/03/2004	06/03/2004	common stock	59,794	⁽²⁾	0	I	By Spouse
Preferred Stock Series A-2	⁽³⁾	06/03/2004		C			540	06/03/2004	06/03/2004	common stock	119,588	⁽³⁾	0	D
Stock Option (Right to Buy)	$0.4515	02/26/2004⁽⁴⁾		A		1,328,760		⁽⁴⁾⁽⁵⁾	06/01/2007	common stock	1,328,760	⁽⁶⁾	1,328,760	D
Stock Option (Right to Buy)	$1.1289	02/26/2004⁽⁴⁾		A		132,876		⁽⁴⁾⁽⁷⁾	09/26/2005	common stock	132,876	⁽⁶⁾	132,876	D
Stock Option (Right to Buy)	$0.4515	02/26/2004⁽⁴⁾		A		166,095		⁽⁴⁾	06/24/2008	common stock	166,095	⁽⁶⁾	166,095	D

Explanation of Responses:

1. Each share of Preferred Stock Series B held by the reporting person converted automatically into 62.710656832559200 shares of Common Stock upon the increase in the authorized number of shares of Common Stock in accordance with the Statement of Rights of Preferred Stock Series B.

2. Each share of Preferred Stock Series A-1 held by the reporting person converted into 265.75209489446600 shares of Common Stock upon the increase in the authorized number of shares of Common Stock in accordance with the Statement of Rights of Preferred Stock Series A-1.

3. Each share of Preferred Stock Series A-2 held by the reporting person converted into 221.46001394340400 shares of Common Stock upon the increase in the authorized number of shares of Common Stock in accordance with the Statement of Rights of Preferred Stock Series A-2.

4. On February 26, 2004, the stock option was assumed in a business combination and converted into a stock option to purchase shares of Preferred Stock Series B. Such stock option became exercisable to purchase shares of Common Stock on June 3, 2004 upon the increase in the authorized number of shares of Common Stock, which increase triggered the mandatory conversion of the Preferred Stock Series B into Common Stock.

5. Stock option becomes exercisable with respect to 25% of the underlying securities on each of 6/1/2003, 6/1/2004, 6/1/2005 and 6/1/2006.

6. Received in connection with a business combination in exchange for a stock option to purchase securities of target.

7. Stock option becomes exercisable with respect to 1/3 of the underlying securities on each of 9/26/2003, 9/26/2004 and 9/26/2005.

Remarks:

	Paul R. Arena	06/07/2004
	** Signature of Reporting Person	Date
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