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*
BARRIS PETER J

(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)
X 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
Director Stock Option (right to buy) (1) 08/01/2014 Common Stock 125,000 1.76 D
Director Stock Option (right to buy) (2) 09/01/2015 Common Stock 62,500 10.27 D
Director Stock Option (right to buy) (3) 12/01/2015 Common Stock 8,929 13.21 D
Director Stock Option (right to buy) (4) 03/01/2016 Common Stock 8,929 15.06 D
Series B Preferred Stock(5) (6) (7) Common Stock 8,500,000 0.00 I See Note 8(8)
Series C Preferred Stock(5) (6) (7) Common Stock 4,000,000 0.00 I See Note 8(8)
Series D Preferred Stock(5) (6) (7) Common Stock 4,750,820 0.00 I See Note 8(8)
Series E Preferred Stock(5) (6) (7) Common Stock 3,841,551 0.00 I See Note 8(8)
Series D Preferred Stock(5) (6) (7) Common Stock 5,557,534 0.00 I See Note 9(9)
Series E Preferred Stock(5) (6) (7) Common Stock 1,280,517 0.00 I See Note 9(9)
Convertible Note due 2010 (6) 12/01/2010 Common Stock $11,416,250 14.22 I See Note 8(8)
Convertible Note due 2010 (6) 12/01/2010 Common Stock $3,805,416.67 14.22 I See Note 9(9)
Explanation of Responses:
1. The options vest in equal monthly installments over a period of four years beginning on September 1, 2004.
2. The options vest in equal monthly installments over a period of four years beginning on October 1, 2005.
3. The options vest in equal monthly installments over a period of four years beginning on January 1, 2006.
4. The options vest in equal monthly installments over a period of four years beginning on April 1, 2006.
5. Each share of preferred stock will automatically convert into common stock upon the closing of the Issuer's initial public offering.
6. The securities are immediately convertible.
7. The expiration date is not relevant to the conversion of these securities.
8. The Reporting Person is a general partner of NEA Partners 10, Limited Partnership, which is the sole general partner of New Enterprise Associates 10, Limited Partnership ("NEA 10"), the beneficial owner of the securities. The Reporting Person disclaims ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, of the securities held by NEA 10, except to the extent of his pecuniary interest therein.
9. The Reporting Person is a manager of NEA 11 GP, LLC, which is the sole general partner of NEA Partners 11, Limited Partnership ("NEA Partners 11"). NEA Partners 11 is the sole general partner of New Enterprise Associates 11, Limited Partnership ("New Enterprise Associates 11"), the beneficial owner of the securities. The Reporting Person disclaims ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, of the securities held by New Enterprise Associates 11, except to the extent of his pecuniary interest therein.
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, attorney-in-fact 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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