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*
Stevanovski Robert

(Last) (First) (Middle)
349-L COPPERFIELD BOULEVARD, #407

(Street)
CONCORD NC 28025

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
DELTATHREE INC [ DDDC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/04/2011
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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
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
12% Convertible Note due March 4, 2014 $0.08 03/04/2011 A $400,000(1) 03/04/2011 03/04/2014 Common Stock, $0.001 par value 5,000,000(1) $0 $400,000(2) I By D4 Holdings, LLC(3)(4)
1. Name and Address of Reporting Person*
Stevanovski Robert

(Last) (First) (Middle)
349-L COPPERFIELD BOULEVARD, #407

(Street)
CONCORD NC 28025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
D4 Holdings, LLC

(Last) (First) (Middle)
349-L COPPERFIELD BOULEVARD, #407

(Street)
CONCORD NC 28025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Manna Holdings, LLC

(Last) (First) (Middle)
349-L COPPERFIELD BOULEVARD, #402

(Street)
CONCORD NC 28025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Praescient, LLC

(Last) (First) (Middle)
PO BOX 1086

(Street)
CORNELIUS NC 28031

(City) (State) (Zip)
Explanation of Responses:
1. Consists of a $400,000 advance under a Convertible Note pursuant to which D4 Holdings, LLC (D4 Holdings) has the right to convert all or any portion of the outstanding principal amount under the Convertible Note at a conversion price of $0.08 per share.
2. The Convertible Note was issued pursuant to a Loan Agreement dated March 2, 2011 under which D4 Holdings agreed to loan up to $1,600,000 in aggregate principal amount. As of March 4, 2011, the Issuer had received total advances of $400,000 in outstanding principal under the Loan Agreement.
3. The reported securities are held directly by D4 Holdings, LLC. The securities are held indirectly by Manna Holdings, LLC ("Manna Holdings"), as sole member of D4 Holdings, and Praescient, LLC ("Praescient"), as the sole manager of D4 Holdings and managing member of Manna Holdings. Robert Stevanovski is the manager of Praescient.
4. Robert Stevanovski is a principal of Manna Holdings and the manager of Praescient, which serves as the sole manager of D4 Holdings, and as the managing member of Manna Holdings. Manna Holdings is the sole member of D4 Holdings. As such, Mr. Stevanovski, Praescient and Manna Holdings may be deemed to beneficially own the securities reported herein and owned directly by D4 Holdings. Each of Mr. Stevanovski, Praescient and Manna Holdings 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.
Remarks:
This report is filed jointly by D4 Holdings, Manna Holdings, Praescient and Robert Stevanovski, all of whom may be deemed to beneficially own more than 10% of a class of the Issuer's securities. Mr. Stevanovski is a director of the Issuer. D4 Holdings also may be deemed a director by virtue of its right to nominate members of the Issuer's board of directors pursuant to terms of a Securities Purchase Agreement dated February 10, 2009 with the Issuer.
/s/ Robert Stevanovski, by Colleen Jones, attorney-in-fact 03/07/2011
/s/ D4 Holdings, LLC by Praescient, its manager, by Colleen Jones, authorized signatory 03/07/2011
/s/ Manna Holdings, LLC, by Praescient, its managing member, by Colleen Jones, authorized signatory 03/07/2011
/s/ Praescient, LLC, by Colleen Jones, authorized signatory 03/07/2011
** 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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