VONAGE HOLDINGS CORP 4
4 · VONAGE HOLDINGS CORP · Filed Jun 1, 2006
Insider Transaction Report
Form 4
TRAINOR III EUGENE A
10% Owner
Transactions
- Conversion
Common Stock
2006-05-30+4,000,000→ 12,500,000 total(indirect: See Note 2) - Conversion
Common Stock
2006-05-30+8,500,000→ 8,500,000 total(indirect: See Note 2) - Conversion
Series E Preferred Stock
2006-05-30−1,344,543→ 0 total(indirect: See Note 2)→ Common Stock (3,841,551 underlying) - Conversion
Series E Preferred Stock
2006-05-30−448,181→ 0 total(indirect: See Note 6)→ Common Stock (1,280,517 underlying) - Conversion
Common Stock
2006-05-30+5,557,534→ 5,557,534 total(indirect: See Note 6) - Conversion
Series B Preferred Stock
2006-05-30−2,975,000→ 0 total(indirect: See Note 2)→ Common Stock (8,500,000 underlying) - Conversion
Series D Preferred Stock
2006-05-30−1,662,787→ 0 total(indirect: See Note 2)→ Common Stock (4,750,820 underlying) - Conversion
Common Stock
2006-05-30+1,280,517→ 6,838,051 total(indirect: See Note 6) - Conversion
Series D Preferred Stock
2006-05-30−1,945,137→ 0 total(indirect: See Note 6)→ Common Stock (5,557,534 underlying) - Conversion
Common Stock
2006-05-30+4,750,820→ 17,250,000 total(indirect: See Note 2) - Conversion
Common Stock
2006-05-30+3,841,551→ 21,092,371 total(indirect: See Note 2) - Conversion
Series C Preferred Stock
2006-05-30−1,400,000→ 0 total(indirect: See Note 2)→ Common Stock (4,000,000 underlying)
Footnotes (7)
- [F1]Each share of Series B Preferred Stock automatically converted into shares of Common Stock on an approximately 2.86 for 1 basis upon the closing of the Issuer's initial public offering.
- [F2]The Reporting Person is a general partner of NEA Partners 10, Limited Partnership, which is the sole general partner of New Enterprise Associates 10, Limited Partnership ("NEA 10"), the beneficial owner of the securities. The Reporting Person disclaims ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, of the securities held by NEA 10, except to the extent of his pecuniary interest therein.
- [F3]Each share of Series C Preferred Stock automatically converted into shares of Common Stock on an approximately 2.86 for 1 basis upon the closing of the Issuer's initial public offering.
- [F4]Each share of Series D Preferred Stock automatically converted into shares of Common Stock on an approximately 2.86 for 1 basis upon the closing of the Issuer's initial public offering.
- [F5]Each share of Series E Preferred Stock automatically converted into shares of Common Stock on an approximately 2.86 for 1 basis upon the closing of the Issuer's initial public offering.
- [F6]The Reporting Person is a manager of NEA 11 GP, LLC, which is the sole general partner of NEA Partners 11, Limited Partnership ("NEA Partners 11"). NEA Partners 11 is the sole general partner of New Enterprise Associates 11, Limited Partnership ("New Enterprise Associates 11"), the beneficial owner of the securities. The Reporting Person disclaims ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, of the securities held by New Enterprise Associates 11, except to the extent of his pecuniary interest therein.
- [F7]The expiration date is not relevant to the conversion of these securities.