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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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 __X__ 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) 02/19/2013 (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 02/19/2013   S   100,000 (1) D $ 2.6288 (2) 25,387,994 D   Common Stock 02/20/2013   S   100,000 (1) D $ 2.6174 (3) 25,287,994 D   Common Stock 02/21/2013   S   100,000 (1) D $ 2.5608 (4) 25,187,994 D   Common Stock 02/19/2013   M   1,000,000 A $ 1.96 26,187,994 D   Common Stock 02/19/2013   F   748,091 D $ 2.62 25,439,903 D   Common Stock 02/19/2013   M   48,661 A $ 1.4 25,488,564 D   Common Stock 02/20/2013   S   320,036 (7) D $ 2.612 (8) 25,168,528 D   Common Stock               178,959 I By KEC Holdings Common Stock               7,659,601 I By Kyra Elyse Citron 1999 Descendent Annuity Trust Common Stock               7,663,999 I By Noah Aidan Citron 1999 Descendent Annuity Trust

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

Stock Option (Right to Buy)

$ 1.96

02/19/2013

M

1,000,000

(5)

04/01/2013

Common Stock

1,000,000

$ 0

0

D

Stock Option (Right to Buy)

$ 1.4

02/19/2013

M

48,661

(6)

09/18/2013

Common Stock

48,661

$ 0

0

D

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	X

Signatures

/s/ Joann Vought, Attorney-in-fact for Jeffrey A. Citron		02/21/2013
**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 May 12, 2011 for estate planning and diversification purposes.
(2)	The price reported in Column 4 is a weighted average price. The Common Stock was sold at prices ranging from $2.60 to $2.67. 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 $2.58 to $2.66. 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.
(4)	The price reported in Column 4 is a weighted average price. The Common Stock was sold at prices ranging from $2.545 to $2.60. 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)	The option, originally representing a right to purchase a total of 1,000,000 shares, was fully vested as of April 1, 2012 and would have expired as of April 1, 2013. The Reporting Person engaged in a stock option exercise by attestation and sold shares in a separate transaction reported on this Form 4 to offset shares received on the exercise of the option.
(6)	The option, originally representing a right to purchase a total of 48,661 shares, was fully vested as of September 18, 2006 and would have expired as of September 18, 2013. The Reorting Person paid the cash exercise price and sold shares in a separate transaction reported on this Form 4 to offset shares received on the exercise of the option.
(7)	Represents shares sold by the Reporting Person to offset shares received on the exercise of the options reported on this Form 4.
(8)	The price reported in Column 4 is a weighted average price. The Common Stock was sold at prices ranging from $2.60 to $2.635. 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.

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