Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 13)*
VONAGE HOLDINGS CORP.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
92886T201 (CUSIP Number) |
December 31, 2019
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
o Rule 13d-1(c)
x Rule 13d-1(d)
* | The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. | |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 92886T201 | ||||
1. | NAMES OF REPORTING PERSONS | |||||
Jeffrey A. Citron | ||||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | |||||
(a) o | ||||||
(b) o | ||||||
3. | SEC USE ONLY | |||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION | |||||
United States of America | ||||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. SOLE VOTING POWER | |||||
9,673,311 shares | ||||||
6. SHARED VOTING POWER | ||||||
7. SOLE DISPOSITIVE POWER | ||||||
9,673,311 shares | ||||||
8. SHARED DISPOSITIVE POWER | ||||||
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||||
9,673,311 shares | ||||||
10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | o | ||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |||||
3.99% (1) | ||||||
12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |||||
IN | ||||||
(1) | Based on 242,626,703 shares of Common Stock outstanding as of October 31, 2019. |
Page 2 of 5 pages
Item 1(a). | Name of Issuer: | |||||||
Vonage Holdings Corp. | ||||||||
Item 1(b). | Address of Issuer's Principal Executive Offices: | |||||||
23 Main Street Holmdel, New Jersey 07733 | ||||||||
Item 2(a). | Name of Person Filing: | |||||||
This statement is filed on behalf of the following person, in accordance with Rule 13d-1(k)(1) under the Act: Jeffrey A. Citron | ||||||||
Item 2(b). | Address of Principal Business Office or, if none, Residence: | |||||||
c/o Vonage Holdings Corp. 23 Main Street Holmdel, New Jersey 07733 | ||||||||
Item 2(c). | Citizenship: | |||||||
United States of America | ||||||||
Item 2(d). | Title of Class of Securities: | |||||||
Common Stock, par value $0.001 per share | ||||||||
Item 2(e). | CUSIP Number: | |||||||
92886T201 | ||||||||
Item 3. | If this statement is filed pursuant to Rule 13d-1(b) or 13(d)-2(b) or (c), check whether the person filing is a: | |||||||
Not applicable. | ||||||||
Page 3 of 5 pages
Item 4. | Ownership. | ||||||||||
(a) | Amount beneficially owned | 9,673,311 shares | |||||||||
(b) | Percent of class | 3.99% | |||||||||
(c) | Number of shares as to which the person has: | ||||||||||
(i) | Sole power to vote or to direct the vote | 9,673,311 shares | |||||||||
(ii) | Shared power to vote or to direct the vote | 0 | |||||||||
(iii) | Sole power to dispose or to direct the disposition of | 9,673,311 shares | |||||||||
(iv) | Shared power to dispose or to direct the disposition of | 0 | |||||||||
(1) Includes the following: | |||||||||||
158,628 shares held by the Noah A. Citron 2016 Florida Descendant's Trust; | |||||||||||
154,230 shares held by the Kyra E. Citron 2016 Florida Descendant's Trust; | |||||||||||
325,000 shares held by the Noah A. Citron 2015 Beneficiary's Trust; and | |||||||||||
325,000 shares held by the Kyra E. Citron 2015 Beneficiary's Trust. | |||||||||||
Mr. Citron has the right to acquire the shares held by each of the trusts listed above by swapping other assets in exchange for the shares held by the applicable trust. | |||||||||||
Item 5. | Ownership of Five Percent or Less of a Class. | ||||||||||
If this statement is being filed to report the fact that as of the date hereof, the Reporting Person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X]. | |||||||||||
Item 6. | Ownership of More than Five Percent on Behalf of Another Person. | ||||||||||
Not applicable. | |||||||||||
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | ||||||||||
Not applicable. | |||||||||||
Item 8. | Identification and Classification of Members of the Group. | ||||||||||
Not applicable. | |||||||||||
Item 9. | Notice of Dissolution of Group. | ||||||||||
Not applicable. | |||||||||||
Item 10. | Certifications. | ||||||||||
Not applicable. | |||||||||||
Page 4 of 5 pages
SIGNATURE
After reasonable inquiry and to the best my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
February 14, 2020 |
/s/ Joann Vought, Attorney-in-fact for Jeffrey A. Citron |
Jeffrey A. Citron |
Page 5 of 5 pages