SEC Form 4 · accession 0001209191-17-039995
VONAGE HOLDINGS CORP · VG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David T. Pearson
Officer — Chief Financial Officer
Period of report
Jun 12, 2017
Accepted (ET)
Jun 14, 2017 · 9:02 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001272830
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Jun 12, 2017 | M | 666,666 | $2.87 | A | 948,241 | D | |
| Common StockF1,F2 | Jun 12, 2017 | S | 666,666 | $7.004 | D | 281,575 | D | |
| Common Stock | Jun 13, 2017 | M | 666,667 | $2.87 | A | 948,242 | D | |
| Common StockF1,F3 | Jun 13, 2017 | S | 666,667 | $7.021 | D | 281,575 | D | |
| Common Stock | Jun 14, 2017 | M | 666,667 | $2.87 | A | 948,242 | D | |
| Common StockF1,F4 | Jun 14, 2017 | S | 666,667 | $6.981 | D | 281,575 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to Buy)F5 | $2.87 | Jun 12, 2017 | M | 666,666 | D | — | May 3, 2023 | Common Stock | 666,666 | 1,333,334 | D |
| Employee Stock Option (Right to Buy)F5 | $2.87 | Jun 13, 2017 | M | 666,667 | D | — | May 3, 2023 | Common Stock | 666,667 | 666,667 | D |
| Employee Stock Option (Right to Buy)F5 | $2.87 | Jun 14, 2017 | M | 666,667 | D | — | May 3, 2023 | Common Stock | 666,667 | 0 | D |
Explanation of responses
- F1Sale 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 14, 2016. The plan will expire by its terms on August 30, 2017 as was entered into for estate planning and diversification purposes.
- F2The price reported in Column 4 is a weighted average price. The Common Stock was sold at prices ranging from $6.89 to $7.10. 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.
- F3The price reported in Column 4 is a weighted average price. The Common Stock was sold at prices ranging from $6.99 to $7.11. 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.
- F4The price reported in Column 4 is a weighted average price. The Common Stock was sold at prices ranging from $6.93 to $7.04. 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.
- F5The option, representing a right to purchase a total of 2,000,000 shares, vested in equal annual installments over a period of four years beginning on May 3, 2013.