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^*

DAVID MORTON

(Last)

(First)

(Middle)

C/O VONAGE HOLDINGS CORP.

23 MAIN STREET

(Street)

HOLMDEL

07733

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2010

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	03/02/2010		S		20,700	D	$1.51	361,799	D
Common Stock	03/02/2010		S		4,300	D	$1.5105	357,499	D
Common Stock	03/02/2010		S		19,800	D	$1.56	337,699	D
Common Stock	03/02/2010		S		5,000	D	$1.5615	332,699	D
Common Stock	03/02/2010		S		200	D	$1.563	332,499	D
Common Stock	03/03/2010		S		50,000	D	$1.47	282,499	D
Common Stock	03/01/2010		S		10,000⁽¹⁾	D	$1.5551⁽²⁾	251,428	I	By Morton David Trustee FBO Aaron
Common Stock	03/01/2010		S		10,000⁽¹⁾	D	$1.5553⁽³⁾	251,428	I	By Morton David Trustee FBO Claudia
Common Stock	03/01/2010		S		10,000⁽¹⁾	D	$1.5559⁽⁴⁾	251,428	I	By Morton David Trustee FBO Zachary

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)

Explanation of Responses:

1. Sale was made pursuant to a trading plan under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, which was adopted on November 9, 2009.

2. The price reported in Column 4 is a weighted average price. 800 shares were sold at $1.54; 3,700 shares were sold at $1.55; 5,100 shares were sold at $1.56; 400 shares were sold at $1.57.

3. The price reported in Column 4 is a weighted average price. 400 shares were sold at $1.54; 4,200 shares were sold at $1.55; 5,100 shares were sold at $1.56; 300 shares were sold at $1.57.

4. The price reported in Column 4 is a weighted average price. 500 shares were sold at $1.54; 3,600 shares were sold at $1.55; 5,400 shares were sold at $1.56; 500 shares were sold at $1.57.

	/s/ Henry B. Pickens, Attorney-in-fact for Morton David	03/03/2010
	** 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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