SEC FORM 4

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
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^*

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

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/21/2004

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/21/2004		C		300,220	A	$0⁽¹⁾	0	I	See Footnote⁽⁴⁾⁽¹⁰⁾
Common Stock	12/21/2004		C		391,803	A	$0⁽¹⁾	0	I	See Footnote⁽⁵⁾⁽¹⁰⁾
Common Stock	12/21/2004		C		33,805	A	$0⁽¹⁾	0	I	See Footnote⁽⁶⁾⁽¹⁰⁾
Common Stock	12/21/2004		C		2,180,485	A	$0⁽¹⁾	0	I	See Footnote⁽⁷⁾⁽¹⁰⁾
Common Stock	12/21/2004		C		1,844,531	A	$0⁽¹⁾	0	I	See Footnote⁽⁸⁾⁽¹⁰⁾
Common Stock	12/21/2004		C		701,009	A	$0⁽¹⁾	0⁽³⁾	I	See Footnote⁽⁹⁾⁽¹⁰⁾
Series B Cumulative Redeemable Senior Preferred Stock	12/21/2004		J		1,672,158	D	$0⁽²⁾	0	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A-1 Convertible Preferred Stock	⁽¹⁾	12/21/2004		C			1,708,327	⁽¹⁾	⁽¹⁾	Common Stock	300,220	$0⁽¹⁾	0	I	See Footnote⁽⁴⁾⁽¹⁰⁾
Series C Cumulative Convertible Preferred Stock	⁽¹⁾	12/21/2004		C			1,672,158	⁽¹⁾	⁽¹⁾	Common Stock	391,803	$0⁽¹⁾	0	I	See Footnote⁽⁵⁾⁽¹⁰⁾
Series D Convertible Preferred Stock	⁽¹⁾	12/21/2004		C			108,611	⁽¹⁾	⁽¹⁾	Common Stock	33,805	$0⁽¹⁾	0	I	See Footnote⁽⁶⁾⁽¹⁰⁾
Series D-1 Convertible Preferred Stock	⁽¹⁾	12/21/2004		C			34,887,804	⁽¹⁾	⁽¹⁾	Common Stock	2,180,485	$0⁽¹⁾	0	I	See Footnote⁽⁷⁾⁽¹⁰⁾
Series E Convertible Preferred Stock	⁽¹⁾	12/21/2004		C			29,512,518	⁽¹⁾	⁽¹⁾	Common Stock	1,844,531	$0⁽¹⁾	0	I	See Footnote⁽⁸⁾⁽¹⁰⁾
Series E-1 Convertible Preferred Stock	⁽¹⁾	12/21/2004		C			11,216,150	⁽¹⁾	⁽¹⁾	Common Stock	701,009	$0⁽¹⁾	0	I	See Footnote⁽⁹⁾⁽¹⁰⁾

Explanation of Responses:

1. Each share of Series A Convertible Preferred Stock, Series C Cumulative Convertible Preferred Stock, Series D Convertible Preferred Stock, Series D-1 Convertible Preferred Stock, Series E Convertible Preferred Stock and Series E-1 Convertible Preferred Stock automatically converted 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.

2. All of the shares of Series B Cumulative Redeemable Senior Preferred Stock were redeemed by the Issuer upon the closing of the Issuer's initial public offering of common stock.

3. 1,000,217 of such shares are owned directly by Communications Ventures III, L.P., 50,005 of such shares are owned directly by Communications Ventures III CEO & Entrepreneurs' Fund L.P., 4,032,332 of such shares are owned directly by ComVentures IV, L.P., 312,216 of such shares are owned directly by ComVentures IV CEO Fund L.P. and 57,083 of such shares are owned directly by Comventures IV Entrepreneurs' Fund, L.P.

4. 285,924 of such shares are owned directly by Communications Ventures III, L.P. and 14,296 of such shares are owned directly by Communications Ventures III CEO & Entrepreneurs' Fund L.P.

5. 373,148 of such shares are owned directly by Communications Ventures III, L.P. and 18,655 of such shares are owned directly by Communications Ventures III CEO & Entrepreneurs' Fund L.P.

6. 32,198 of such shares are owned directly by Communications Ventures III, L.P. and 1,607 of such shares are owned directly by Communications Ventures III CEO & Entrepreneurs' Fund L.P.

7. 308,947 of such shares are owned directly by Communications Ventures III, L.P., 15,447 of such shares are owned directly by Communications Ventures III CEO & Entrepreneurs' Fund L.P., 1,700,364 of such shares are owned directly by ComVentures IV, L.P., 131,656 of such shares are owned directly by ComVentures IV CEO Fund L.P. and 24,071 of such shares are owned directly by Comventures IV Entrepreneurs' Fund, L.P.

8. 1,689,774 of such shares are owned directly by ComVentures IV, L.P., 130,836 of such shares are owned directly by ComVentures IV CEO Fund L.P. and 23,921 of such shares are owned directly by Comventures IV Entrepreneurs' Fund, L.P.

9. 642,194 of such shares are owned directly by ComVentures IV, L.P., 49,724 of such shares are owned directly by ComVentures IV CEO Fund L.P. and 9,091 of such shares are owned directly by Comventures IV Entrepreneurs' Fund, L.P.

10. ComVen III L.L.C. is the general partner of Communications Ventures III, L.P. and Communications Ventures III CEO & Entrepreneurs' Fund L.P. ComVen IV, L.L.C. is the general partner of ComVentures IV, L.P., ComVentures IV CEO Fund L.P. and Comventures Entrepreneurs' Fund, L.P.

	/s/ Roland A. Van der Meer	12/21/2004
	** 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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