Edgar Filing: GOLDEN TELECOM INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

NYE TELENOR EAST INVEST AS

2. Issuer Name and Ticker or Trading Symbol
GOLDEN TELECOM INC [GLDN]

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

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O TELENOR ASA, SNAROYVEIEN 30

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2008

(Street)

FORNEBU, Q8 N-1331

4. If Amendment, Date 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

(City)

(State)

(Zip)

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
Common Stock	02/18/2008		U		7,369,972	D	$ 105	0	D ⁽¹⁾

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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
NYE TELENOR EAST INVEST AS C/O TELENOR ASA SNAROYVEIEN 30 FORNEBU, Q8 N-1331		X
TELENOR ASA C/O TELNOR ASA SNAROYVEIEN 30 FORNEBU, Q8 N-1331		X
TELENOR NETWORKS HOLDING AS C/O TELENOR ASA SNAROYVEIEN 30 FORNEBU, Q8 N-1331		X

Signatures

/s/ Bjorn Hogstad, Attorney-in-fact		02/19/2008
^**Signature of Reporting Person		Date
/s/ Bjorn Hogstad, Attorney-in-fact		02/19/2008
^**Signature of Reporting Person		Date
/s/ Bjorn Hogstad, Attorney-in-fact		02/19/2008
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	These shares are owned directly by Nye Telenor East Invest AS, which is a wholly-owned subsidiary of Telenor Networks Holding AS (the successor to Telenor Business Solutions Holding AS), which in turn is a wholly-owned subsidiary of Telenor ASA. Telenor Networks Holdings AS and Telenor ASA could be deemed indirect beneficial owners of the reported securities, although each of Telenor Networks Holdings AS and Telenor ASA disclaim beneficial ownership of these securities, and this report shall not be deemed an admission that either Telenor Networks Holdings AS or Telenor ASA is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
Remarks: Exhibit List 24.1 Power of Attorney dated December 21, 2007, executed by Jon Fredik Baksaas, Chairman of the Board of Nye Telenor East Invest AS, in favor of Bjorn Hogstad, Pal Wien Espen and Ole Bjorn Sjulstad. 24.2 Power of Attorney dated December 21, 2007, executed by Morten Karlsen Sorby, Chairman of the Boadrd of Telenor Networks Holding AS, in favor of Bjorn Hogstad, Pal Wien Espen and Ole Bjorn Sjulstad. 24.3 Power of Attorney dated December 21, 2007, executed by Jon Fredik Baksaas, President and Chief Executive Officer of Telenor ASA, in favor of Bjorn Hogstad, Pal Wien Espen and Ole Bjorn Sjulstad.

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