Ownership Submission
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 OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Citron Jeffrey A
  2. Issuer Name and Ticker or Trading Symbol
VONAGE HOLDINGS CORP [VG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O VONAGE HOLDINGS CORP., 23 MAIN STREET
3. Date of Earliest Transaction (Month/Day/Year)
02/21/2017
(Street)

HOLMDEL, NJ 07733
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 02/21/2017   S   66,666 (1) D $ 6.0925 (2) 3,480,214 I By Kyra E. Citron 2016 Florida Descendant's Trust
Common Stock 02/22/2017   S   66,666 (1) D $ 6.0116 (3) 3,413,548 I By Kyra E. Citron 2016 Florida Descendant's Trust
Common Stock 02/23/2017   S   66,668 (1) D $ 6.0059 (4) 3,346,880 I By Kyra E. Citron 2016 Florida Descendant's Trust
Common Stock 02/21/2017   S   66,666 (1) D $ 6.0925 (2) 3,484,612 I By Noah A. Citron 2016 Florida Descendant's Trust
Common Stock 02/22/2017   S   66,666 (1) D $ 6.0116 (3) 3,417,946 I By Noah A. Citron 2016 Florida Descendant's Trust
Common Stock 02/23/2017   S   66,668 (1) D $ 6.0059 (4) 3,351,278 I By Noah A. Citron 2016 Florida Descendant's Trust
Common Stock 02/21/2017   S   4,971 (5) D $ 6.0925 (2) 159,075 I By KEC Holdings LLC
Common Stock 02/22/2017   S   4,971 (5) D $ 6.0116 (3) 154,104 I By KEC Holdings LLC
Common Stock 02/23/2017   S   4,971 (5) D $ 6.0059 (4) 149,133 I By KEC Holdings LLC
Common Stock               12,657,334 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)
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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Citron Jeffrey A
C/O VONAGE HOLDINGS CORP.
23 MAIN STREET
HOLMDEL, NJ 07733
  X      

Signatures

 /s/ Joann Vought, Attorney-in-fact for Jeffrey A. Citron   02/23/2017
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Sale 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 October 31, 2016 and reflects the advice of estate planning advisors with respect to trusts for Mr. Citron's children.
(2) The price reported in Column 4 is a weighted average price. The Common Stock was sold at prices ranging from $6.02 to $6.17. 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.
(3) The price reported in Column 4 is a weighted average price. The Common Stock was sold at prices ranging from $6.00 to $6.07. 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.
(4) The price reported in Column 4 is a weighted average price. The Common Stock was sold at prices ranging from $6.00 to $6.05. 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.
(5) Sale 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 October 31, 2016 for estate planning and diversification purposes upon the advice of Reporting Person's advisors.

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