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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
VONAGE HOLDINGS CORP [ VG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/30/2006 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 05/30/2006 | C | 972,888 | A | (1) | 972,888 | I | By fund(2) | ||
Common Stock | 05/30/2006 | C | 214,817 | A | (1) | 214,817 | I | By fund(3) | ||
Common Stock | 05/30/2006 | C | 1,656,180 | A | (4) | 1,656,180 | I | By fund(2) | ||
Common Stock | 05/30/2006 | C | 365,691 | A | (4) | 365,691 | I | By fund(3) | ||
Common Stock | 05/30/2006 | C | 1,742,851 | A | (4) | 1,742,851 | I | By fund(5) | ||
Common Stock | 05/30/2006 | C | 279,017 | A | (4) | 279,017 | I | By fund(6) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Series D Redeemable Convertible Preferred Stock | (1) | 05/30/2006 | C | 340,511 | (1) | (1) | Common Stock | 972,888 | $0 | 0 | I | By fund(2) | |||
Series D Redeemable Convertible Preferred Stock | (1) | 05/30/2006 | C | 75,186 | (1) | (1) | Common Stock | 214,817 | $0 | 0 | I | By fund(3) | |||
Series E Redeemable Convertible Preferred Stock | (4) | 05/30/2006 | C | 579,663 | (4) | (4) | Common Stock | 1,656,180 | $0 | 0 | I | By fund(2) | |||
Series E Redeemable Convertible Preferred Stock | (4) | 05/30/2006 | C | 127,992 | (4) | (4) | Common Stock | 365,691 | $0 | 0 | I | By fund(3) | |||
Series E Redeemable Convertible Preferred Stock | (4) | 05/30/2006 | C | 609,998 | (4) | (4) | Common Stock | 1,742,851 | $0 | 0 | I | By fund(5) | |||
Series E Redeemable Convertible Preferred Stock | (4) | 05/30/2006 | C | 97,656 | (4) | (4) | Common Stock | 279,017 | $0 | 0 | I | By fund(6) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Each share of Series D Redeemable Convertible Preferred Stock converted automatically into shares of Common Stock on an approximately 2.86 for 1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date. |
2. These shares are held by Institutional Venture Partners X, L.P. ("IVP X"), which is under common control with Institutional Venture Partners X GmbH & Co. Beteiligungs KG ("IVP X KG"). Institutional Venture Management X, LLC ("IVM X") is the General Partner of IVP X. Todd C. Chaffee ("Chaffee"), Reid W. Dennis ("Dennis"), Mary Jane Elmore ("Elmore"), Norman A. Fogelsong ("Fogelsong"), Stephen J. Harrick ("Harrick") and Dennis B. Phelps ("Phelps") are the Managing Directors of IVM X. Each reporting person disclaims beneficial ownership of the shares reported herein, except to the extent of his or her pecuniary interest therein. |
3. These shares are held by IVP X KG, which is under common control with IVP X. IVM X is the Managing Limited Partner of IVP X KG. Chaffee, Dennis, Elmore, Fogelsong, Harrick and Phelps are the Managing Directors of IVM X. Each reporting person disclaims beneficial ownership of the shares reported herein, except to the extent of his or her pecuniary interest therein. |
4. Each share of Series E Redeemable Convertible Preferred Stock converted automatically into shares of Common Stock on an approximately 2.86 for 1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date. |
5. These shares are held by Institutional Venture Partners XI, L.P. ("IVP XI"), which is under common control with Institutional Venture Partners XI GmbH & Co. Beteiligungs KG ("IVP XI KG"). Institutional Venture Management XI, LLC ("IVM XI") is the General Partner of IVP XI. Chaffee, Dennis, Fogelsong, Harrick, Phelps and J. Sanford Miller ("Miller") are the Managing Directors of IVM XI. Each reporting person disclaims beneficial ownership of the shares reported herein, except to the extent of his pecuniary interest therein. Mr. Miller is a director of the Issuer and, accordingly, files separate Section 16 reports. |
6. These shares are held by IVP XI KG, which is under common control with IVP XI. IVM XI is the Managing Limited Partner of IVP XI KG. Chaffee, Dennis, Fogelsong, Harrick, Phelps and Miller are the Managing Directors of IVM XI. Each reporting person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein. Mr. Miller is a director of the Issuer and, accordingly, files separate Section 16 reports. |
Remarks: |
The Form is the first of two being filed by Institutional Venture Partners X, L.P. |
/s/ Reid W. Dennis, Managing Director, Institutional Venture Management X, LLC, General Partner | 05/30/2006 | |
/s/ Stephen J. Harrick | 05/30/2006 | |
/s/ Dennis B. Phelps | 05/30/2006 | |
/s/ Todd C. Chaffee | 05/30/2006 | |
/s/ Reid W. Dennis | 05/30/2006 | |
/s/ Melanie Chladek, attorney-in-fact for Mary Jane Elmore | 05/30/2006 | |
/s/ Norman A. Fogelsong | 05/30/2006 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |