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Form 4 VONAGE HOLDINGS CORP For: Jan 09 Filed by: JAMOUS ANTOINE

January 11, 2017 6:23 PM EST
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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OMB Number: 3235-0287
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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 *
JAMOUS ANTOINE
(Last) (First) (Middle)
C/O VONAGE HOLDINGS CORP.
23 MAIN STREET
(Street)
HOLMDEL NJ 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)
Director 10% Owner
X Officer (give title below) Other (specify below)
President, Nexmo
3. Date of Earliest Transaction (Month/Day/Year)
01/09/2017
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)
Code V Amount (A) or (D) Price
Common Stock 01/09/2017   S   150,000 (1) D $ 7.2829 (2) 3,559,922 (3) I By Vistra Trust (BVI) Limited as Trustee of the mExpand Trust
Common Stock 01/10/2017   S   250,000 (1) D $ 7.4779 (4) 3,309,922 (3) I By Vistra Trust (BVI) Limited as Trustee of the mExpand Trust
Common Stock 01/11/2017   S   100,000 (1) D $ 7.4112 (5) 3,209,922 (3) I By Vistra Trust (BVI) Limited as Trustee of the mExpand Trust
Common Stock               456,657 (6) D  
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
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 November 3, 2016 and reflects the advice of estate planning advisors.
2. 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.
3. 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.
4. 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.
5. 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.
6. 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.
/s/ Antoine Jamous 01/11/2017
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

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