Item 1(a).
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Name of Issuer
:
Vonage Holdings Corp.
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Item 1(b).
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Address of Issuer’s Principal Executive Offices
:
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23 Main Street, Holmdel, NJ 07733.
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Item 2(a).
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Names of Persons Filing
:
New Enterprise Associates 10, Limited Partnership (“NEA 10”); NEA Partners 10, Limited Partnership, which is the sole general partner of NEA 10 (“NEA Partners 10”); M. James Barrett (“Barrett”), Peter J. Barris (“Barris”), C. Richard Kramlich (“Kramlich”), Charles W. Newhall III (“Newhall”), Mark W. Perry (“Perry”) and Scott D. Sandell (“Sandell”) (collectively, the “NEA 10 Managers”) who are the individual general partners of NEA Partners 10; New Enterprise Associates 11, Limited
Partnership (“NEA 11”); NEA Partners 11, Limited Partnership (“NEA Partners 11”), which is the sole general partner of NEA 11; NEA 11 GP, LLC (“NEA 11 GP”), which is the sole general partner of NEA Partners 11; and Forest Baskett (“Baskett”), Ryan D. Drant (“Drant”) and Krishna S. Kolluri (“Kolluri”) (the “NEA 11-only Managers”). The NEA 10 Managers and the NEA 11-only Managers (collectively, the “Managers”) are the individual managers of NEA 11 GP. The persons named in this paragraph are referred to individually herein as a “Reporting Person” and collectively as the “Reporting Persons.”
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Item 2(b).
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Address of Principal Business Office or, if None, Residence
:
The address of the principal business office of NEA 10, NEA Partners 10, NEA 11, NEA Partners 11, NEA 11 GP and Newhall is New Enterprise Associates, 1954 Greenspring Drive, Suite 600, Timonium, MD 21093. The address of the principal business office of Baskett, Kolluri, Kramlich, Perry and Sandell is New Enterprise Associates, 2855 Sand Hill Road, Menlo Park, California 94025. The address of the principal business office of Barris, Barrett and Drant is New Enterprise Associates, 5425 Wisconsin Ave., Suite 800, Chevy Chase, MD 20815.
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Item 2(c).
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Citizenship
:
NEA 10, NEA Partners 10, NEA 11 and NEA Partners 11 are limited partnerships organized under the laws of the State of Delaware. NEA 11 GP is a limited liability company organized under the laws of the State of Delaware. Each of the Managers is a United States citizen.
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Item 2(d).
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Title of Class of Securities
:
Common Stock, $.001 par value (“Common Stock”).
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Item 2(e).
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CUSIP Number
:
92886T201.
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Item 3.
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If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check
whether the person filing is a:
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(a)
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Amount Beneficially Owned: NEA 10 is the record owner of 7,030,791 shares of Common Stock as of December 31, 2011 (the “NEA 10 Shares”). As the sole general partner of NEA 10, NEA Partners 10 may be deemed to own beneficially the NEA 10 Shares. As the individual general partners of NEA Partners 10, the sole general partner of NEA 10, each of the NEA 10 Managers may also be deemed to own beneficially the NEA 10 Shares.
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CUSIP No.
92886T201
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13G
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Page 17 of 26
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NEA Partners 10 is the record owner of 140,618 shares of Common Stock as of December 31, 2011 (the “NEA Partners 10 Shares”). As the individual general partners of NEA Partners 10, each of the NEA 10 Managers may be deemed to own beneficially the NEA Partners 10 Shares in addition to the NEA 10 Shares, for a total of 7,171,409 shares (the “Total NEA 10 Shares”).
NEA 11 is the record owner of 4,558,701 shares of Common Stock as of December 31, 2011 (the “NEA 11 Shares”). As the sole general partner of NEA 11, NEA Partners 11 may be deemed to own beneficially the NEA 11 Shares. As the general partner of NEA Partners 11, NEA 11 GP likewise may be deemed to own beneficially the NEA 11 Shares. As the individual Managers of NEA 11 GP, each of the Managers also may be deemed to own beneficially the NEA 11 Shares.
NEA Partners 11 is the record owner of 22,793 shares of Common Stock as of December 31, 2011 (the “NEA Partners 11 Shares”). As the general partner of NEA Partners 11, NEA 11 GP may be deemed to own beneficially the NEA Partners 11 Shares in addition to the NEA 11 Shares and, as the individual Managers of NEA 11 GP, each of the Managers may also be deemed to own beneficially the NEA Partners 11 Shares in addition to the NEA 11 Shares, for a total of 4,581,494 shares (the “Total NEA 11 Shares”).
By virtue of their relationship as affiliated entities, whose controlling entities have overlapping individual controlling persons, each of NEA 10, NEA Partners 10, NEA 11, NEA Partners 11 and NEA 11 GP may be deemed to share the power to direct the disposition and vote of the NEA 10 Shares and the NEA 11 Shares.
By virtue of their relationship as affiliated entities, whose controlling entities have overlapping individual controlling persons, each of NEA Partners 10, NEA Partners 11 and NEA 11 GP may be deemed to share the power to direct the disposition and vote of the NEA Partners 10 Shares and the NEA Partners 11 Shares.
As of December 31, 2011, Barris is the record owner of 108,060 shares of Common Stock and options to purchase 366,787 shares of Common Stock (the “Option Shares”) exercisable within sixty days (together, the “Barris Shares”). Accordingly, Barris may be deemed to be the beneficial owner of the Barris Shares in addition to the Total NEA 10 Shares and the Total NEA 11 Shares.
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(b)
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Percent of Class: See Line 11 of cover sheets. The percentages set forth on the cover sheets for each Reporting Person other than Barris are calculated based on 225,557,501 shares of Common Stock (the “10-Q Shares”) reported by the Issuer to be outstanding as of October 31, 2011 on Form 10-Q filed with the Securities and Exchange Commission on November 4, 2011. The percentage set forth on the cover sheet for Barris is calculated based on 225,924,288 shares, which includes the 10-Q Shares and the Option Shares.
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(c) Number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote: See Line 5 of cover sheets.
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(ii)
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shared power to vote or to direct the vote: See Line 6 of cover sheets.
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CUSIP No.
92886T201
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13G
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Page 18 of 26
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(iii)
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sole power to dispose or to direct the disposition of: See Line 7 of cover sheets.
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(iv)
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shared power to dispose or to direct the disposition of: See Line 8 of cover sheets.
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Each Reporting Person disclaims beneficial ownership of such shares of Common Stock except for the shares, if any, such Reporting Person holds of record.
Item 5.
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Ownership of Five Percent or Less of a Class
.
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Each of the NEA 11-only Managers has ceased to beneficially own five percent (5%) or more of the Issuer’s Common Stock.
Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
.
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Not applicable.
Item 7.
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Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the Parent Holding Company
.
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Not applicable.
Item 8.
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Identification and Classification of Members of the Group
.
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Not applicable. The Reporting Persons expressly disclaim membership in a “group” as used in Rule 13d-5(b).
Item 9.
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Notice of Dissolution of Group
.
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Not applicable.
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Not applicable. This Amendment No. 6 to Schedule 13G is not filed pursuant to Rule 13d-1(b) or Rule 13d–1(c).
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