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^*

VAN DER MEER ROLAND A

(Last)

(First)

(Middle)

C/O ARBINET-THEXCHANGE, INC.

120 ALBANY STREET, TOWER II, SUITE 450

(Street)

NEW BRUNSWICK

08901

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/15/2004

3. Issuer Name and Ticker or Trading Symbol
ARBINET THEXCHANGE INC [ ARBX ]

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

X	Director	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)
Common Stock	7,377⁽¹⁾	I	See Footnote⁽¹⁰⁾
Series B Cumulative Redeemable Senior Preferred Stock	1,672,158	I	See Footnote⁽⁴⁾⁽¹¹⁾⁽¹²⁾⁽¹³⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series A-1 Convertible Preferred Stock	⁽²⁾	⁽³⁾	Common Stock	1,708,327⁽²⁾	$0⁽²⁾	I	See Footnote⁽⁴⁾⁽¹¹⁾⁽¹²⁾
Series C Cumulative Convertible Preferred Stock	⁽²⁾	⁽³⁾	Common Stock	1,672,158⁽²⁾	$0⁽²⁾	I	See Footnote⁽⁶⁾⁽¹¹⁾⁽¹²⁾
Series D Convertible Preferred Stock	⁽²⁾	⁽³⁾	Common Stock	108,611⁽²⁾	$0⁽²⁾	I	See Footnote⁽⁷⁾⁽¹¹⁾⁽¹²⁾
Series D-1 Convertible Preferred Stock	⁽²⁾	⁽³⁾	Common Stock	34,887,804⁽²⁾	$0⁽²⁾	I	See Footnote⁽⁸⁾⁽¹¹⁾⁽¹²⁾
Series E Convertible Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	29,512,518⁽²⁾	$0⁽²⁾	I	See Footnote⁽⁹⁾⁽¹¹⁾⁽¹²⁾
Series E-1 Convertible Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	11,216,150⁽²⁾	$0⁽²⁾	I	See Footnote⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾

Explanation of Responses:

1. Reflects a 1-for-16 reverse stock split, which became effective on November 30, 2004, pursuant to which the number of shares of common stock was divided by 16. 7,026 of such shares are owned directly by Communications Ventures III, L.P. and 351 of such shares are owned directly by Communications Ventures III CEO & Entrepreneurs' Fund.

2. Automatically converts into common stock, reflecting all stock splits and other adjustments pursuant to the Issuer's Certificate of Incorporation, as amended, upon the closing of the Issuer's initial public offering of common stock.

3. N/A.

4. 1,626,979 of such shares are owned directly by Communications Ventures III, L.P. and 81,348 of such shares are owned directly by Communications Ventures III CEO & Entrepreneurs' Fund L.P.

6. 1,592,546 of such shares are owned directly by Communications Ventures III, L.P. and 79,612 of such shares are owned directly by Communications Ventures III CEO & Entrepreneurs' Fund L.P.

7. 103,461 of such shares are owned directly by Communications Ventures III, L.P. and 5,150 of such shares are owned directly by Communications Ventures III CEO & Entrepreneurs' Fund L.P.

8. 4,943,166 of such shares are owned directly by Communications Ventures III, L.P., 247,158 of such shares are owned directly by Communications Ventures III CEO & Entrepreneurs' Fund L.P., 27,205,833 of such shares are owned directly by ComVentures IV, L.P., 2,106,501 of such shares are owned directly by ComVentures IV CEO Fund L.P. and 385,146 of such shares are owned directly by Comventures IV Entrepreneurs' Fund, L.P.

9. 27,036,392 of such shares are owned directly by ComVentures IV, L.P., 2,093,379 of such shares are owned directly by ComVentures IV CEO Fund L.P. and 382,747 of such shares are owned directly by Comventures IV Entrepreneurs' Fund, L.P.

10. 10,275,104 of such shares are owned directly by ComVentures IV, L.P., 795,584 of such shares are owned directly by ComVentures IV CEO Fund L.P. and 145,462 of such shares are owned directly by Comventures IV Entrepreneurs' Fund, L.P.

11. ComVen III, L.L.C. is the general partner of Communications Ventures III, L.P. and Communications Ventures III CEO & Entrepreneurs' Fund. Mr. Van der Meer is a member of ComVen III, L.L.C. and exercises shared voting, investment and dispositive rights with respective to the shares of stock held by Communications Ventures III, L.P. and Communications Ventures III CEO & Entrepreneurs' Fund. (Contd in 12)

12. He disclaims beneficial ownership of the shares except to the extent of his pecuniary interest in such shares. ComVen IV, L.L.C. is the general partner of ComVentures IV, L.P., ComVentures IV CEO Fund and Comventures IV Entrepreneurs' Fund, L.P. Mr. Van der Meer is a member of ComVen IV, L.L.C. and exercises shared voting, investment and dispositive rights with respective to the shares of stock held by ComVentures IV, L.P., Comventures IV CEO Fund and Comventures IV Entrepreneurs' Fund, L.P. He disclaims beneficial ownership of the shares except to the extent of his pecuniary interest in such shares.

13. All of the shares of Series B Cumulative Redeemable Senior Preferred Stock shall be redeemed upon the closing of the Issuer's initial public offering of common stock.

Remarks:

1,592,546 of such shares are owned directly by Communications Ventures III, L.P. and 79,612 of such shares are owned directly by Communications Ventures III CEO & Entrepreneurs' Fund L.P.

	/s/Roland A. Van der Meer	12/15/2004
	** Signature of Reporting Person	Date
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