Towerstream Corporation
TOWERSTREAM CORP (Form: 3, Received: 05/30/2007 16:05:15)
FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Urso Philip

2. Date of Event Requiring Statement (MM/DD/YYYY)
5/30/2007 

3. Issuer Name and Ticker or Trading Symbol

TOWERSTREAM CORP [TWER]

(Last)        (First)        (Middle)

C/O TOWERSTREAM CORPORATION, 55 HAMMARLUND WAY

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

__ X __ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)

MIDDLETOWN, RI 02842       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

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 Beneficially Owned
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)
Common Stock, par value $0.001 per share   3461956   D    
Common Stock, par value $0.00 per share   350386   (1) I   By Minor Children  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: 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
Option (Right to Buy)   12/15/2004   12/14/2014   Common Stock   175193   $1.14   D    
Option (Right to Buy)   4/29/2005   4/28/2015   Common Stock   175193   $1.43   D    
Option (Right to Buy)     (2) 1/11/2017   Common Stock   12500   $2.25   D    

Explanation of Responses:
( 1)  The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
( 2)  Options granted pursuant to the Issuer's 2007 Equity Compensation Plan. The options become exercisable in three equal annual installments commencing on January 12, 2008.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Urso Philip
C/O TOWERSTREAM CORPORATION
55 HAMMARLUND WAY
MIDDLETOWN, RI 02842
X X


Signatures
/s/ Philip Urso 5/30/2007
** 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.
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