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*
Rego John S

(Last) (First) (Middle)
VONAGE HOLDINGS CORP.
23 MAIN STREET

(Street)
HOLMDEL NJ 07733

(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
X Officer (give title below) Other (specify below)
Executive VP, CFO & Treasurer
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
Employee Stock Option (right to buy) (1) 10/01/2012 Common Stock 53,571 0.7 D
Employee Stock Option (right to buy) (2) 08/01/2013 Common Stock 44,643 1.4 D
Employee Stock Option (right to buy) (3) 02/27/2014 Common Stock 107,143 1.76 D
Employee Stock Option (right to buy) (4) 04/01/2015 Common Stock 185,358 7.42 D
Employee Stock Option (right to buy) (5) 08/08/2015 Common Stock 89,286 8.82 D
Employee Stock Option (right to buy) (6) 03/15/2016 Common Stock 250,000 15.06 D
Series A Redeemable Convertible Preferred Stock (7) (7) Common Stock 20,000 (7) D
Series D Redeemable Convertible Preferred Stock (7) (7) Common Stock 5,225 (7) D
Series E Redeemable Convertible Preferred Stock (7) (7) Common Stock 1,445 (7) D
Explanation of Responses:
1. Currently exercisable.
2. The options vest in four, equal annual installments beginning on August 1, 2003.
3. The options vest in four, equal annual installments beginning on February 27, 2004.
4. The options vest in equal monthly installments over a period of four years beginning on May 31, 2005.
5. The options vest in equal monthly installments over a period of four years beginning on September 30, 2005.
6. The options vest in equal monthly installments over a period of four years beginning on April 30, 2006.
7. The convertible preferred stock is immediately convertible on a 1:2.86 basis and has no expiration date.
Remarks:
/s/ John S. Rego 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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