Statement of Changes in Beneficial Ownership (4)
January 11 2017 - 6:23PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
JAMOUS ANTOINE
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2. Issuer Name
and
Ticker or Trading Symbol
VONAGE HOLDINGS CORP
[
VG
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
President, Nexmo
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(Last)
(First)
(Middle)
C/O VONAGE HOLDINGS CORP., 23 MAIN STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
1/9/2017
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(Street)
HOLMDEL, NJ 07733
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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1/9/2017
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S
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150000
(1)
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D
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$7.2829
(2)
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3559922
(3)
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I
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By Vistra Trust (BVI) Limited as Trustee of the mExpand Trust
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Common Stock
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1/10/2017
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S
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250000
(1)
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D
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$7.4779
(4)
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3309922
(3)
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I
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By Vistra Trust (BVI) Limited as Trustee of the mExpand Trust
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Common Stock
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1/11/2017
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S
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100000
(1)
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D
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$7.4112
(5)
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3209922
(3)
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I
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By Vistra Trust (BVI) Limited as Trustee of the mExpand Trust
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Common Stock
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456657
(6)
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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Sale was made pursuant to a trading plan under Rule 10b5-1 under the Securities and Exchange Act of 1934, as amended, which was adopted on November 3, 2016 and reflects the advice of estate planning advisors.
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(
2)
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The price reported in Column 4 is a weighted average price. The Common Stock was sold at prices ranging from $7.12 to $7.40. Upon request, the Reporting Person will provide to the Securities and Exchange Commission staff, the Issuer and any security holder of the Issuer full information regarding the number of shares of Common Stock sold at each separate price within the range.
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(
3)
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Represents shares acquired in connection with the acquisition of Nexmo Inc. The total includes 470,338 shares held in escrow subject to the terms of the acquisition agreement, 1,438,473 shares subject to vesting on June 3, 2017, and 616,488 shares subject to vesting on June 3, 2018.
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(
4)
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The price reported in Column 4 is a weighted average price. The Common Stock was sold at prices ranging from $7.34 to $7.54. Upon request, the Reporting Person will provide to the Securities and Exchange Commission staff, the Issuer and any security holder of the Issuer full information regarding the number of shares of Common Stock sold at each separate price within the range.
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(
5)
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The price reported in Column 4 is a weighted average price. The Common Stock was sold at prices ranging from $7.30 to $7.49. Upon request, the Reporting Person will provide to the Securities and Exchange Commission staff, the Issuer and any security holder of the Issuer full information regarding the number of shares of Common Stock sold at each separate price within the range.
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(
6)
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The total includes 52,259 shares held in escrow subject to the terms of the acquisition agreement, 159,830 shares subject to vesting on June 3, 2017, and 68,499 shares subject to vesting on June 3, 2018.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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JAMOUS ANTOINE
C/O VONAGE HOLDINGS CORP.
23 MAIN STREET
HOLMDEL, NJ 07733
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President, Nexmo
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Signatures
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/s/ Antoine Jamous
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1/11/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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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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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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