Sec Form 4 Filing - 3i GROUP PLC @ VONAGE HOLDINGS CORP - 2006-05-30

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, 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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1. Name and Address of Reporting Person 3i GROUP PLC 2. Issuer Name and Ticker or Trading Symbol VONAGE HOLDINGS CORP [ VG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 16 PALACE STREET 3. Date of Earliest Transaction (MM/DD/YY) 05/30/2006 (Street) LONDON, X0SW1E 5JD 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 05/30/2006 C 12,846,511 A $ 0 ( 1 ) 12,846,511 I See Footnote ( 2 ) ( 3 ) ( 4 ) ( 5 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Series C Redeemable Convertible Preferred Stock ( 1 ) 05/30/2006 C 6,857,142 ( 1 ) ( 1 ) Common Stock 6,857,142 $ 0 0 I See Footnote ( 2 ) ( 3 ) ( 4 ) ( 6 ) Series D Redeemable Convertible Preferred Stock ( 1 ) 05/30/2006 C 3,563,114 ( 1 ) ( 1 ) Common Stock 3,563,114 $ 0 0 I See Footnote ( 2 ) ( 3 ) ( 4 ) ( 6 ) Series E Redeemable Convertible Preferred Stock ( 1 ) 05/30/2006 C 2,426,255 ( 1 ) ( 1 ) Common Stock 2,426,255 $ 0 0 I See Footnote ( 2 ) ( 3 ) ( 4 ) ( 7 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other 3i GROUP PLC 16 PALACE STREET LONDON, X0SW1E 5JD X 3I CORP 880 WINTER STREET, SUITE 330 WALTHAM, MA02451 X 3I INVESTMENTS PLC 16 PALACE STREET LONDON, X0SWIE 5JD X 3i Technology Partners L.P. 880 WINTER ST WALTHAM, MA02451 X 3i Global Technology 2004-06 L.P. 16 PALACE STREET LONDON, X0SW1E 5JD X 3i Pan European Technology 2004-06 L.P. 16 PALACE STREET LONDON, X0SW1E 5JD X Mayflower L.P. 22 GRENVILLE STREET ST. HELIER, JERSEY, X0 X Signatures /s/ Anthony Brierly 05/31/2006 Signature of Reporting Person Date /s/ Allan R. Ferguson 05/31/2006 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Series C Redeemable Convertible Preferred Stock, the Series D Redeemable Convertible Preferred Stock and the Series E Convertible Preferred Stock converted into the Issuer's Common Stock on a 1:2.86 basis effective upon the consummation of the Issuer's initial public offering and had no expiration date. ( 2 )3i Corporation ("3i Corp.") and 3i Investments plc ("3i Investments") are each 100% indirect subsidiaries of 3i Group plc. As a result, 3i Group plc may be deemed to share the voting and dispositive power with respect to the shares deemed to be beneficially owned by 3i Corp. or 3i Investments. 3i Group plc disclaims beneficial ownership of the shares owned by each of 3i Corp. and 3i Investments, except to the extent of its pecuniary interest therein. Either 3i Corp.(Continue in Footnote 3) ( 3 )or 3i Investments acts as the manager of 3i Global Technology 2004-06 L.P. ("3i Global Tech"), 3i Pan European Technology 2004-06, L.P. ("3i Pan European"), 3i Technology Partners, L.P. ("3i Tech Partners") and Mayflower L.P. ("Mayflower"), and, as such, has the discretionary power to control the exercise of the investment and voting power of the shares owned by such entities. Each of 3i Corp. and 3i Investments disclaims beneficial ownership of the shares owned by 3i Global Tech, 3i Pan European, 3i Tech Partners and Mayflower, except to the extent of its pecuniary interest therein. ( 4 )Following consummation of the Issuer's initial public offering, the reporting persons herein cease to hold, directly or indirectly, more than 10% of any class of any equity security of the Issuer (determined in accordance with the rules for determining beneficial ownership under Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) and therefore will no longer be subject to the disclosure and other requirements of Section 16 of the Exchange Act. ( 5 )Includes 11,633,384 shares held by 3i Tech Partners, 530,742 shares held by 3i Pan European, 90,985 shares held by 3i Global Tech and 591,400 shares held by Mayflower. ( 6 )Represents shares held by 3i Tech Partners. ( 7 )Includes 1,213,128 shares held by 3i Tech Partners, 530,742 shares held by 3i Pan European, 90,985 shares held by 3i Global Tech and 591,400 shares held by Mayflower.

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).

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