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^*

MERITECH CAPITAL PARTNERS II LP

(Last)

(First)

(Middle)

285 HAMILTON AVE, SUITE 200

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
VONAGE HOLDINGS CORP [ VG ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/26/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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	05/26/2006		C		6,635,657	A	⁽¹⁾	6,635,657	D⁽²⁾
Common Stock	05/26/2006		C		4,597,368	A	⁽¹⁾	11,233,025	D⁽²⁾
Common Stock	05/26/2006		C		2,478,311	A	⁽¹⁾	13,711,336	D⁽²⁾
Common Stock	05/26/2006		C		170,742	A	⁽¹⁾	170,742	D⁽³⁾
Common Stock	05/26/2006		C		118,294	A	⁽¹⁾	289,036	D⁽³⁾
Common Stock	05/26/2006		C		63,768	A	⁽¹⁾	352,804	D⁽³⁾
Common Stock	05/26/2006		C		50,742	A	⁽¹⁾	50,742	D⁽⁴⁾
Common Stock	05/26/2006		C		35,157	A	⁽¹⁾	85,899	D⁽⁴⁾
Common Stock	05/26/2006		C		18,951	A	⁽¹⁾	104,850	D⁽⁴⁾

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 C Redeemable Convertible Preferred Stock	⁽¹⁾	05/26/2006		C			2,322,480	⁽¹⁾	⁽¹⁾	Common Stock	6,635,657	$0	0	D⁽²⁾
Series D Redeemable Convertible Preferred Stock	⁽¹⁾	05/26/2006		C			1,609,079	⁽¹⁾	⁽¹⁾	Common Stock	4,597,368	$0	0	D⁽²⁾
Series E Redeemable Convertible Preferred Stock	⁽¹⁾	05/26/2006		C			867,409	⁽¹⁾	⁽¹⁾	Common Stock	2,478,311	$0	0	D⁽²⁾
Series C Redeemable Convertible Preferred Stock	⁽¹⁾	05/26/2006		C			59,760	⁽¹⁾	⁽¹⁾	Common Stock	170,742	$0	0	D⁽³⁾
Series D Redeemable Convertible Preferred Stock	⁽¹⁾	05/26/2006		C			41,403	⁽¹⁾	⁽¹⁾	Common Stock	118,294	$0	0	D⁽³⁾
Series E Redeemable Convertible Preferred Stock	⁽¹⁾	05/26/2006		C			22,319	⁽¹⁾	⁽¹⁾	Common Stock	63,768	$0	0	D⁽³⁾
Series C Redeemable Convertible Preferred Stock	⁽¹⁾	05/26/2006		C			17,760	⁽¹⁾	⁽¹⁾	Common Stock	50,742	$0	0	D⁽⁴⁾
Series D Redeemable Convertible Preferred Stock	⁽¹⁾	05/26/2006		C			12,305	⁽¹⁾	⁽¹⁾	Common Stock	35,157	$0	0	D⁽⁴⁾
Series E Redeemable Convertible Preferred Stock	⁽¹⁾	05/26/2006		C			6,633	⁽¹⁾	⁽¹⁾	Common Stock	18,951	$0	0	D⁽⁴⁾

1. Name and Address of Reporting Person^*

MERITECH CAPITAL PARTNERS II LP

(Last)

(First)

(Middle)

285 HAMILTON AVE, SUITE 200

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

MERITECH CAPITAL AFFILIATES II LP

(Last)

(First)

(Middle)

285 HAMILTON AVE, SUITE 200

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

MCP ENTREPRENEUR PARTNERS II LP

(Last)

(First)

(Middle)

285 HAMILTON AVE, SUITE 200

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

MADERA PAUL S

(Last)

(First)

(Middle)

285 HAMILTON AVE, SUITE 200

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

GORDON MICHAEL B

(Last)

(First)

(Middle)

285 HAMILTON AVE, SUITE 200

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Meritech Capital Associates II L.L.C.

(Last)

(First)

(Middle)

285 HAMILTON AVE., STE. 200

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Meritech Management Associates II L.L.C.

(Last)

(First)

(Middle)

285 HAMILTON AVE., STE. 200

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. The convertible preferred stock automatically converted to Common Stock on a 1:2.86 basis at the closing of the offering and had no expiration date.

2. Shares are held by Meritech Capital Partners II L.P. ("MCP II"). Meritech Management Associates II L.L.C., a managing member of Meritech Capital Associates II L.L.C., the general partner of MCP II, and Paul S. Madera and Michael B. Gordon, the managing members of Meritech Management Associates II L.L.C., may be deemed to share voting and dispositive power over the shares held by MCP II. Such persons and entities disclaim beneficial ownership of shares held by MCP II except to the extent of any pecuniary interest therein.

3. Shares are held by Meritech Capital Affiliates II L.P. ("MCA II"). Meritech Management Associates II L.L.C., a managing member of Meritech Capital Associates II L.L.C., the general partner of MCA II, and Paul S. Madera and Michael B. Gordon, the managing members of Meritech Management Associates II L.L.C., may be deemed to share voting and dispositive power over the shares held by MCA II. Such persons and entities disclaim beneficial ownership of shares held by MCP II except to the extent of any pecuniary interest therein.

4. Shares are held by MCP Entrepreneur Partners II L.P. ("Entrepreneur"). Meritech Management Associates II L.L.C., a managing member of Meritech Capital Associates II L.L.C., the general partner of Entrepreneur , and Paul S. Madera and Michael B. Gordon, the managing members of Meritech Management Associates II L.L.C., may be deemed to share voting and dispositive power over the shares held by Entrepreneur. Such persons and entities disclaim beneficial ownership of shares held by Entrepreneur except to the extent of any pecuniary interest therein.

	/s/ Paul S. Madera	05/30/2006
	/s/ Michael B. Gordon	05/30/2006
	** 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 4 (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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