SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
NEW ENTERPRISE ASSOCIATES 10 L P

(Last) (First) (Middle)
1119 ST. PAUL STREET

(Street)
BALTIMORE MD 21202

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/23/2006
3. Issuer Name and Ticker or Trading Symbol
VONAGE HOLDINGS CORP [ VG ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series B Preferred Stock(1) (2) (3) Common Stock 8,500,000 0 D
Series C Preferred Stock(1) (2) (3) Common Stock 4,000,000 0 D
Series D Preferred Stock(1) (2) (3) Common Stock 4,750,820 0 D
Series E Preferred Stock(1) (2) (3) Common Stock 3,841,551 0 D
Convertible Note due 2010 (2) 12/01/2010 Common Stock $11,416,250 14.22 D
Explanation of Responses:
1. Each share of preferred stock will automatically convert into common stock upon the closing of the Issuer's initial public offering.
2. The securities are immediately convertible.
3. The expiration date is not relevant to the conversion of these securities.
Remarks:
In addition to the shares reported herein, NEA Ventures 2003, L.P. owns Series B Preferred shares convertible into 21,428 shares of Common Stock of the Issuer. The Reporting Person does not have voting nor dispositive shares. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, of such portion of those shares in which the Reporting Person has no actual pecuniary interest therein.
Louis S. Citron, as General Counsel, New Enterprise Associates 05/23/2006
** 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 5 (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).
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