SEC Form 4 · accession 0001209191-18-014633

VONAGE HOLDINGS CORP · VG

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Alan Masarek

Officer — Chief Executive Officer · Director

Period of report

Feb 26, 2018

Accepted (ET)

Feb 28, 2018 · 6:00 pm EST

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
Common Stock^F1,F2	Feb 26, 2018	S	138,658	$10.257	D	983,423	D
Common Stock	Feb 26, 2018	M	66,666	$3.51	A	1,050,089	D
Common Stock	Feb 26, 2018	F	39,520	$10.49	D	1,010,569	D
Common Stock^F1,F3	Feb 26, 2018	S	27,146	$10.471	D	983,423	D
Common Stock^F1,F4	Feb 27, 2018	S	138,658	$10.47	D	844,765	D
Common Stock	Feb 27, 2018	M	66,666	$3.51	A	911,431	D
Common Stock	Feb 27, 2018	F	44,488	$10.19	D	866,943	D
Common Stock^F1,F5	Feb 27, 2018	S	22,178	$10.14	D	844,765	D
Common Stock^F1,F6	Feb 28, 2018	S	138,659	$10.3006	D	706,106	D
Common Stock	Feb 28, 2018	M	66,668	$3.51	A	772,774	D
Common Stock	Feb 28, 2018	F	44,264	$10.39	D	728,510	D
Common Stock^F1,F7	Feb 28, 2018	S	22,404	$10.3514	D	706,106	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)^F8	$3.51	Feb 26, 2018	M	66,666	D	—	Nov 7, 2024	Common Stock	66,666	2,933,334	D
Employee Stock Option (Right to Buy)^F8	$3.51	Feb 27, 2018	M	66,666	D	—	Nov 7, 2024	Common Stock	66,666	2,866,668	D
Employee Stock Option (Right to Buy)^F8	$3.51	Feb 28, 2018	M	66,668	D	—	Nov 7, 2024	Common Stock	66,668	2,800,000	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 May 24, 2017 (as amended August 24, 2017) 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 $10.16 to $10.63. 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 $10.46 to $10.53. 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 $10.13 to $10.66. 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 price reported in Column 4 is a weighted average price. The Common Stock was sold at prices ranging from $10.14 to $10.15. 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.
F6The price reported in Column 4 is a weighted average price. The Common Stock was sold at prices ranging from $10.22 to $10.42. 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.
F7The price reported in Column 4 is a weighted average price. The Common Stock was sold at prices ranging from $10.34 to $10.39. 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.
F8The option, originally representing a right to purchase a total of 3,000,000 shares, vests in equal annual installments on the first through fourth anniversaries of October 15, 2014.