3i group plc - see footnote investment history in Vonage holdings corp

Filed on 2006-06-01 by 3i Corp SEC CIK 1108988 Form 4

Accession 0001181431-06-034337.txt Sec File: edgar/data/1108988/0001181431-06-034337-index.htm

2006-05-30 3i Group Plc (CIK 1078716) through See Footnote

Invested in Vonage Holdings Corp sold 2426255 shares at $0 remaining shares owned 0

Series E Redeemable Convertible Preferred Stock Vonage Holdings Corp Vg underlying security shares 2426255 underlying security title Common Stock

f2 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)
f3 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.
f4 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.
f7 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.
f1 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.


Filed on 2006-06-01 by 3i Corp SEC CIK 1108988 Form 4

Accession 0001181431-06-034337.txt Sec File: edgar/data/1108988/0001181431-06-034337-index.htm

2006-05-30 3i Group Plc (CIK 1078716) through See Footnote

Invested in Vonage Holdings Corp sold 3563114 shares at $0 remaining shares owned 0

Series D Redeemable Convertible Preferred Stock Vonage Holdings Corp Vg underlying security shares 3563114 underlying security title Common Stock

f2 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)
f3 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.
f4 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.
f6 represents shares held by 3i tech partners.
f1 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.


Filed on 2006-06-01 by 3i Corp SEC CIK 1108988 Form 4

Accession 0001181431-06-034337.txt Sec File: edgar/data/1108988/0001181431-06-034337-index.htm

2006-05-30 3i Group Plc (CIK 1078716) through See Footnote

Invested in Vonage Holdings Corp sold 6857142 shares at $0 remaining shares owned 0

Series C Redeemable Convertible Preferred Stock Vonage Holdings Corp Vg underlying security shares 6857142 underlying security title Common Stock

f2 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)
f3 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.
f4 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.
f6 represents shares held by 3i tech partners.
f1 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.


Filed on 2006-06-01 by 3i Corp SEC CIK 1108988 Form 4

Accession 0001181431-06-034337.txt Sec File: edgar/data/1108988/0001181431-06-034337-index.htm

2006-05-30 3i Group Plc (CIK 1078716) through See Footnote

Invested in Vonage Holdings Corp bought 12846511 shares at $0 remaining shares owned 12846511

Common Stock Vonage Holdings Corp Vg Transaction code: C Conversion of derivative security (usually options)

f1 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.
f2 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)
f3 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.
f4 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.
f5 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.