Edgar Filing: Rego John S

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Rego John S

2. Date of Event Requiring Statement (Month/Day/Year)
05/23/2006

3. Issuer Name and Ticker or Trading Symbol
VONAGE HOLDINGS CORP [VG]

(Last)

(First)

(Middle)

VONAGE HOLDINGS CORP.,Â 23 MAIN STREET

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Executive VP, CFO & Treasurer

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

HOLMDEL,Â NJÂ 07733

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security
(Instr. 4)

2. Amount of Securities Beneficially Owned
(Instr. 4)

3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)

4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	Â ⁽¹⁾	10/01/2012	Common Stock	53,571	$ 0.7	D	Â
Employee Stock Option (right to buy)	Â ⁽²⁾	08/01/2013	Common Stock	44,643	$ 1.4	D	Â
Employee Stock Option (right to buy)	Â ⁽³⁾	02/27/2014	Common Stock	107,143	$ 1.76	D	Â
Employee Stock Option (right to buy)	Â ⁽⁴⁾	04/01/2015	Common Stock	185,358	$ 7.42	D	Â
Employee Stock Option (right to buy)	Â ⁽⁵⁾	08/08/2015	Common Stock	89,286	$ 8.82	D	Â
Employee Stock Option (right to buy)	Â ⁽⁶⁾	03/15/2016	Common Stock	250,000	$ 15.06	D	Â
Series A Redeemable Convertible Preferred Stock	Â ⁽⁷⁾	Â ⁽⁷⁾	Common Stock	20,000	$ ⁽⁷⁾	D	Â
Series D Redeemable Convertible Preferred Stock	Â ⁽⁷⁾	Â ⁽⁷⁾	Common Stock	5,225	$ ⁽⁷⁾	D	Â
Series E Redeemable Convertible Preferred Stock	Â ⁽⁷⁾	Â ⁽⁷⁾	Common Stock	1,445	$ ⁽⁷⁾	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Rego John S VONAGE HOLDINGS CORP. 23 MAIN STREET HOLMDEL,Â NJÂ 07733	Â	Â X	Â Executive VP, CFO & Treasurer	Â

Signatures

/s/ John S. Rego		05/23/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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).
(1)	Currently exercisable.
(2)	The options vest in four, equal annual installments beginning on August 1, 2003.
(3)	The options vest in four, equal annual installments beginning on February 27, 2004.
(4)	The options vest in equal monthly installments over a period of four years beginning on May 31, 2005.
(5)	The options vest in equal monthly installments over a period of four years beginning on September 30, 2005.
(6)	The options vest in equal monthly installments over a period of four years beginning on April 30, 2006.
(7)	The convertible preferred stock is immediately convertible on a 1:2.86 basis and has no expiration date.

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