[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
OMB Number: 3235-0287
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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
1. Name and Address of Reporting Person *
LEFAR MARC 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
__ X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
C/O VONAGE HOLDINGS CORP., 23 MAIN STREET 3. Date of Earliest Transaction (MM/DD/YYYY)
HOLMDEL, NJ 07733
(City) (State) (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Common Stock 2/5/2013 M 22409 A $1.42 51117 (4) D
Common Stock 2/5/2013 S 22409 (1) D $2.5154 (2) 28708 D
Common Stock 2/6/2013 M 468657 A $1.42 497365 D
Common Stock 2/6/2013 S 468657 (1) D $2.51 28708 D
Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) $1.42 2/5/2013 M 22409 (3) 7/29/2018 Common Stock 22409 $0 5932100 D
Employee Stock Option (Right to Buy) $1.42 2/6/2013 M 468657 (3) 7/29/2018 Common Stock 468657 $0 5463443 D
Explanation of Responses:
( 1) 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 August 21, 2012 in connection with a long-term strategy for asset diversification and family financial planning.
( 2) The price reported in Column 4 is a weighted average price. The Common Stock was sold at prices ranging from $2.51 to $2.56. 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.
( 3) The option, originally representing a right to purchase a total of 6,500,000 shares, vested in equal annual installments on the calendar day before each of the first through fourth anniversaries of July 29, 2008.
( 4) Includes increase from previous Statement in the amount of 2,339 beneficially owned shares due to administrative error.
Reporting Owner Name / Address
Director 10% Owner Officer Other
C/O VONAGE HOLDINGS CORP.
23 MAIN STREET
HOLMDEL, NJ 07733 X
Chief Executive Officer
/s/ Henry B. Pickens, Attorney-in-fact for Marc P. Lefar 2/7/2013
** Signature of Reporting Person Date
I saw the Form 4 this evening. It's just unbelievable, but not all the same. More "asset diversification" from Lefar. Maybe he needed some more loot for Valentines Day. Sheila could be high maintenance you know.
Lefar promised higher Q4 revenues. He also said he hoped to provide details regarding the Brazilian partnership (that was promised by the end of 2012) during the Q4 earnings call. No more hot air. It's put up time.
I expect less than stellar results. If they were good, these Insider sales would wait months for the shares to run higher. I suspect they would have been higher had this Board not been functioning so well. I solute the comments contributed by RenderedFatCat, I believe it was, who wrote about this forum being the only open and free forum to discuss Vonage honestly. This is not the VG campus. No one monitor's the transmissions here. The truth is spoken here.
I'm waiting for someone to tell me this was a preprogrammed involuntary sale. If it was, I just don't care.
Today's truth is that Lefar is a sellout. Just like Citron.