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
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
NOSS ELLIOT
  2. Issuer Name and Ticker or Trading Symbol
TUCOWS INC /PA/ [TCX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last)
(First)
(Middle)
96 MOWAT AVENUE
3. Date of Earliest Transaction (Month/Day/Year)
03/04/2011
(Street)

TORONTO, A6 M6K 3M1
4. If Amendment, Date Original Filed(Month/Day/Year)
03/07/2011
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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 03/04/2011   P   24,000 A $ 0.8373 24,000 I By Rachel Grinberg US RSP (1)
Common Stock 03/04/2011   P   24,000 A $ 0.8373 24,000 I By E. Noss US RSP
Common Stock               28,000 I By Rachel Grinberg Spousal RRSP (2)
Common Stock               28,000 I By Rachel Grinberg RRSP (3)
Common Stock               100 (4) D  
Common Stock               549,285 I By E. Noss RRSP (5)
Common Stock               106,869 I By E. Noss Extended Family Trust and By E. Noss Trust (6)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)

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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
NOSS ELLIOT
96 MOWAT AVENUE
TORONTO, A6 M6K 3M1
  X     Chief Executive Officer  

Signatures

 /s/ Elliot Noss   06/04/2012
**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 were purchased by Mr. Noss' wife and are held in her account, the Rachel Grinberg US RSP, over which Mr. Noss has control pursuant to a Power of Attorney granted to him by his wife on April 13, 2006.
(2) These shares were purchased by Mr. Noss' wife and are held in her account, the Rachel Grinberg Spousal RRSP, over which Mr. Noss has control pursuant to a Power of Attorney granted to him by his wife on January 29, 2007.
(3) These shares were purchased by Mr. Noss' wife and are held in her account, the Rachel Grinberg RRSP, over which Mr. Noss has control pursuant to a Power of Attorney granted to him by his wife on April 13, 2006.
(4) Represents 100 shares of restricted common stock granted on April 17, 2009; 75 of these shares are fully vested and the remaining 25 shares will vest on April 17, 2013. The initial Form 4 filed by Mr. Noss on March 7, 2011 correctly reported the total number of shares held by Mr. Noss, but incorrectly allocated these shares between his direct and indirect holdings. This amendment is being filed to correct the allocation of shares that Mr. Noss holds directly, indirectly through his RRSP and indirectly through the E. Noss Extended Family Trust and the E. Noss Trust
(5) The initial Form 4 filed by Mr. Noss on March 7, 2011 correctly reported the total number of shares held by Mr. Noss, but incorrectly allocated these shares between his direct and indirect holdings. This amendment is being filed to correct the allocation of shares that Mr. Noss holds directly, indirectly through his RRSP and indirectly through the E. Noss Extended Family Trust and the E. Noss Trust.
(6) The initial Form 4 filed by Mr. Noss on March 7, 2011 correctly reported the total number of shares held by Mr. Noss, but incorrectly allocated these shares between his direct and indirect holdings. This amendment is being filed to correct the allocation of shares that Mr. Noss holds directly, indirectly through his RRSP and indirectly through the E. Noss Extended Family Trust and the E. Noss Trust. These shares held by the E. Noss Extended Family Trust and E. Noss Trust are held through an account jointly controlled by Mr. Noss and his wife.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.