Edgar Filing: ARBINET THEXCHANGE INC

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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 ^*

Â JP MORGAN PARTNERS 23A SBIC LP

2. Date of Event Requiring Statement (Month/Day/Year)
12/16/2004

3. Issuer Name and Ticker or Trading Symbol
ARBINET THEXCHANGE INC [ARBX]

(Last)

(First)

(Middle)

J.P. MORGAN PARTNERS,Â 1221 AVENUE OF THE AMERICAS 40TH FLOOR

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

NEW YORK,Â NYÂ 10020

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security
(Instr. 4)

2. Amount of Securities Beneficially Owned
(Instr. 4)

3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)

4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series C Cumulative Convertible Preferred Stock	Â ⁽¹⁾	Â ⁽²⁾	Common Stock	2,950,877	$ ⁽¹⁾	D	Â
Series C Cumulative Convertible Preferred Stock	Â ⁽¹⁾	Â ⁽²⁾	Common Stock	2,343,930	$ ⁽¹⁾	I	See footnote ⁽³⁾
Series C Cumulative Convertible Preferred Stock	Â ⁽¹⁾	Â ⁽²⁾	Common Stock	606,947	$ ⁽¹⁾	I	See footnote ⁽⁴⁾
Series D Convertible Preferred Stock	Â ⁽¹⁾	Â ⁽²⁾	Common Stock	76,901	$ ⁽¹⁾	D	Â
Series D Convertible Preferred Stock	Â ⁽¹⁾	Â ⁽²⁾	Common Stock	169,636	$ ⁽¹⁾	I	See footnote ⁽³⁾
Series D Convertible Preferred Stock	Â ⁽¹⁾	Â ⁽²⁾	Common Stock	36,598	$ ⁽¹⁾	I	See footnote ⁽⁴⁾
Series D-1 Convertible Preferred Stock	Â ⁽¹⁾	Â ⁽²⁾	Common Stock	8,011,468	$ ⁽¹⁾	D	Â
Series E Convertible Preferred Stock	Â ⁽¹⁾	Â ⁽²⁾	Common Stock	8,011,468	$ ⁽¹⁾	D	Â
Series E-1 Convertible Preferred Stock	Â ⁽¹⁾	Â ⁽²⁾	Common Stock	4,806,921	$ ⁽¹⁾	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
JP MORGAN PARTNERS 23A SBIC LP J.P. MORGAN PARTNERS 1221 AVENUE OF THE AMERICAS 40TH FLOOR NEW YORK,Â NYÂ 10020	Â	Â X	Â	Â
J P MORGAN PARTNERS 23A SBIC MANAGER INC C/O JPMORGAN PARTNERS 1221 AVENUE OF THE AMERICAS 40TH FL. NEW YORK,Â NYÂ 10021	Â	Â X	Â	Â
JP MORGAN CHASE BANK 1CHASE MANHATTAN PLAZA 40TH FLOOR NEW YORK,Â NYÂ 10081	Â	Â X	Â	Â
J P MORGAN CHASE & CO 270 PARK AVE 39TH FL NEW YORK,Â NYÂ 10017	Â	Â X	Â	Â

Signatures

J.P. Morgan Partners (23A SBIC), L.P. By: J.P. Morgan Partners (23A SBIC Manager), Inc. Its General Partner /s/ Jeffrey C. Walker President		12/16/2004
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	Automatically converts into common stock of the Issuer, reflecting all stock splits and other adjustments pursuant to the Issuer's Certificate of Incorporation, as amended, upon the closing of the Issuer's initial public offering of common stock.
(2)	Not applicable.
(3)	The amounts shown represent the beneficial ownership of the Issuer's equity securities by JP Morgan SBIC, LLC.
(4)	The amounts shown represent the beneficial ownership of the Issuer's equity securities by Sixty Wall Street SBIC Fund, L.P.

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