SEC FORM 4

SEC Form 4

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, 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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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^*

INSTITUTIONAL VENTURE PARTNERS X LP

(Last)

(First)

(Middle)

C/O INSTITUTIONAL VENTURE PARTNERS

3000 SAND HILL RD, BUILDING 2, SUITE 250

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
VONAGE HOLDINGS CORP [ VG ]

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

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

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)

	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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^*

INSTITUTIONAL VENTURE PARTNERS X LP

(Last)

(First)

(Middle)

C/O INSTITUTIONAL VENTURE PARTNERS

3000 SAND HILL RD, BUILDING 2, SUITE 250

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Institutional Venture Partners X GmbH & Co. Beteiligungs KG

(Last)

(First)

(Middle)

C/O INSTITUTIONAL VENTURE PARTNERS

3000 SAND HILL RD, BUILDING 2, SUITE 250

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Harrick Stephen J

(Last)

(First)

(Middle)

C/O INSTITUTIONAL VENTURE PARTNERS

3000 SAND HILL RD, BUILDING 2, SUITE 250

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Phelps Dennis B

(Last)

(First)

(Middle)

C/O INSTITUTIONAL VENTURE PARTNERS

3000 SAND HILL RD, BUILDING 2, SUITE 250

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Chaffee Todd C

(Last)

(First)

(Middle)

C/O INSTITUTIONAL VENTURE PARTNERS

3000 SAND HILL RD, BUILDING 2, SUITE 250

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

DENNIS REID W

(Last)

(First)

(Middle)

C/O INSTITUTIONAL VENTURE PARTNERS

3000 SAND HILL RD, BUILDING 2, SUITE 250

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ELMORE MARY JANE

(Last)

(First)

(Middle)

C/O INSTITUTIONAL VENTURE PARTNERS

3000 SAND HILL RD, BUILDING 2, SUITE 250

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

FOGELSONG NORMAN A

(Last)

(First)

(Middle)

C/O INSTITUTIONAL VENTURE PARTNERS

3000 SAND HILL RD, BUILDING 2, SUITE 250

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Institutional Venture Management X, LLC

(Last)

(First)

(Middle)

C/O INSTITUTIONAL VENTURE PARTNERS

3000 SAND HILL RD, BUILDING 2, SUITE 250

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Institutional Venture Management XI, LLC

(Last)

(First)

(Middle)

C/O INSTITUTIONAL VENTURE PARTNERS

3000 SAND HILL RD, BUILDING 2, SUITE 250

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

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).
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