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 * DAVID MORTON   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) 03/01/2007 (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 03/01/2007   A   3,750 A $ 0 334,623 D   Common Stock 03/01/2007   S   10,000 (1) D (2) 311,428 I By Morton David Trustee FBO Aaron Common Stock 03/01/2007   S   10,000 (1) D (3) 311,428 I By Morton David Trustee FBO Claudia Common Stock 03/01/2007   S   10,000 (1) D (4) 311,428 I My Morton David Trustee FBO Julien Common Stock 03/01/2007   S   10,000 (1) D (5) 311,428 I By Morton David Trustee FBO Zachary

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

Director Stock Option (right to buy)

$ 5.21

03/01/2007

A

3,750

(6)

03/01/2017

Common Stock

3,750

$ 0

3,750

D

Reporting Owners

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

Signatures

Joseph A. Brucchieri, Attorney-in-fact for Morton David		03/05/2007
**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 duly-adopted trading plan under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.
(2)	800 shares were sold at $5.20; 1500 shares were sold at $5.21; 900 shares were sold at $5.23; 1200 shares were sold at $5.24; 900 shares were sold at $5.25; 1200 shares were sold at $5.26; 600 shares were sold at $5.27; 400 shares were sold at $5.28; 600 shares were sold at $5.29; 900 shares were sold at $5.30; 600 shares were sold at $5.31; and 400 shares were sold at $5.34.
(3)	600 shares were sold at $5.20; 1400 shares were sold at $5.21; 1500 shares were sold at $5.23; 900 shares were sold at $5.24; 700 shares were sold at $5.25; 600 were sold at $5.26; 600 shares were sold at $5.27; 900 shares were sold at $5.28; 900 shares were sold at $5.29; 600 shares were sold at $5.30; 600 shares were sold at $5.31; 500 shares were sold at $5.32; and 200 shares were sold at $5.34.
(4)	200 shares were sold at $5.20; 1800 shares were sold at $5.21; 700 shares were sold at $5.23; 900 shares were sold at $5.24; 1400 shares were sold at $5.25; 1300 were sold at $5.26; 300 shares were sold at $5.27; 600 shares were sold at $5.28; 700 shares were sold at $5.29; 500 shares were sold at $5.30; 400 shares were sold at $5.31; 400 shares were sold at $5.32; 400 shares were sold at $5.33; and 400 shares were sold at $5.34.
(5)	700 shares were sold at $5.20; 1400 shares were sold at $5.21; 900 shares were sold at $5.23; 800 shares were sold at $5.24; 1200 shares were sold at $5.25; 900 were sold at $5.26; 900 shares were sold at $5.27; 766 shares were sold at $5.28; 834 shares were sold at $5.29; 900 shares were sold at $5.30; 200 shares were sold at $5.31; 200 shares were sold at $5.33; and 300 shares were sold at $5.34.
(6)	The options vest in equal quarterly installments over a period of twelve months beginning March 1, 2007.

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