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*
JP MORGAN SBIC HOLDINGS LLC

(Last) (First) (Middle)
1221 AVENUE OF THE AMERICAS
39TH FLOOR

(Street)
NEW YORK NY 10020

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ARBINET THEXCHANGE INC [ ARBX ]
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)
06/15/2005
4. If Amendment, Date of Original Filed (Month/Day/Year)
06/17/2005
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)
Code V Amount (A) or (D) Price
Common Stock 1,320,958 D
Common Stock 394,218 I See footnote ( 1 )
Common Stock 100,587 I See footnote ( 2 )
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to buy) $12 06/15/2005 A 10,000 06/15/2006 06/14/2015 Common Stock 10,000 $0 10,000 I See footnote ( 3 )
1. Name and Address of Reporting Person*
JP MORGAN SBIC HOLDINGS LLC

(Last) (First) (Middle)
1221 AVENUE OF THE AMERICAS
39TH FLOOR

(Street)
NEW YORK NY 10020

(City) (State) (Zip)
1. Name and Address of Reporting Person*
JPMP CAPITAL LLC

(Last) (First) (Middle)
C/O JPMORGAN PARTNERS
1221 AVENUE OF THE AMERICAS 40TH FL.

(Street)
NEW YORK NY 10020

(City) (State) (Zip)
1. Name and Address of Reporting Person*
JP MORGAN CAPITAL MANAGEMENT CO LLC

(Last) (First) (Middle)
1221 AVENUE OF THE AMERICAS
39TH FLOOR

(Street)
NEW YORK NY 10020

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SIXTY WALL STREET FUND LP

(Last) (First) (Middle)
1221 AVENUE OF THE AMERICAS
39TH FLOOR

(Street)
NEW YORK NY 10020

(City) (State) (Zip)
1. Name and Address of Reporting Person*
JP MORGAN CAPITAL LP

(Last) (First) (Middle)
1221 AVENUE OF THE AMERICAS
39TH FLOOR

(Street)
NEW YORK NY 10020

(City) (State) (Zip)
1. Name and Address of Reporting Person*
J P MORGAN PARTNERS 23A SBIC MANAGER INC

(Last) (First) (Middle)
C/O JPMORGAN PARTNERS
1221 AVENUE OF THE AMERICAS 40TH FL.

(Street)
NEW YORK NY 10021

(City) (State) (Zip)
1. Name and Address of Reporting Person*
JP MORGAN PARTNERS 23A SBIC LP

(Last) (First) (Middle)
J.P. MORGAN PARTNERS
1221 AVENUE OF THE AMERICAS 40TH FLOOR

(Street)
NEW YORK NY 10020

(City) (State) (Zip)
Explanation of Responses:
1. The amounts shown represent the beneficial ownership of the Issuer's equity securities by JPMorgan SBIC, LLC. Neither the Reporting Person nor any of its ultimate security holders other than JPMorgan Chase & Co. has a beneficial ownership of, or a pecuniary interest in the securities owned by JPMorgan SBIC, LLC.
2. The amounts shown represent the beneficial ownership of the Issuer's equity securities by Sixty Wall Street SBIC Fund, L.P. Neither the Reporting Person nor any of its ultimate security holders other than JPMorgan Chase & Co. has a beneficial ownership of, or a pecuniary interest in the securities owned by Sixty Wall Street SBIC Fund, L.P.
3. These options were granted to Matthew J. Lori, a director of the Issuer. Mr. Lori is a Managing Director of J.P. Morgan Partners (23A SBIC Manager), Inc., the general partner of the Reporting Person. Mr. Lori is obligated to transfer any shares issued under the option to the Reporting Person, at the request of the Reporting Person.
Remarks:
This form is being amended to show the correct beneficial owner of the securiteis, J.P. Morgan (23A SBIC), L.P. not JPMP Capital, LLC as was indicated in the previous filing.
J.P. Morgan Partners (23A SBIC), L.P. By: J.P. Morgan Partners (23A SBIC Manager), Inc. Its General Partner By: /s/ Jeffrey C. Walker. President 06/17/2005
** 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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