RingCentral, Inc. — Director's Dealing 2013

Sep 30, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RingCentral Inc (RNG)
CIK: 0001384905
Period of Report: 2013-09-26

Reporting Person: Khosla Ventures II, L.P. (10% Owner)
Reporting Person: Khosla Ventures Associates II, LLC (10% Owner)
Reporting Person: VK Services, LLC (10% Owner)
Reporting Person: KHOSLA VINOD (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-09-26	Common Stock	C	7602954	—	Acquired	8007746	Indirect
2013-09-26	Common Stock	C	448435	—	Acquired	8456181	Indirect
2013-09-26	Common Stock	C	103525	—	Acquired	103525	Indirect
2013-09-26	Common Stock	C	6128	—	Acquired	109653	Indirect
2013-09-26	Common Stock	C	373387	—	Acquired	373387	Indirect
2013-09-26	Common Stock	C	22101	—	Acquired	395488	Indirect
2013-09-26	Common Stock	J	8456181	—	Disposed	0	Indirect
2013-09-26	Common Stock	J	109653	—	Disposed	0	Indirect
2013-09-26	Common Stock	J	395488	—	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-09-26	Series A Preferred Stock	$	C	7602954	Disposed		Common Stock (7602954)	Indirect
2013-09-26	Series A Preferred Stock	$	C	103525	Disposed		Common Stock (103525)	Indirect
2013-09-26	Series A Preferred Stock	$	C	373387	Disposed		Common Stock (373387)	Indirect
2013-09-26	Series B Preferred Stock	$	C	448435	Disposed		Common Stock (448435)	Indirect
2013-09-26	Series B Preferred Stock	$	C	6128	Disposed		Common Stock (6128)	Indirect
2013-09-26	Series B Preferred Stock	$	C	22101	Disposed		Common Stock (22101)	Indirect
2013-09-26	Class B Common Stock	$	J	8456181	Acquired		Class A Common Stock (8456181)	Indirect
2013-09-26	Class B Common Stock	$	J	109653	Acquired		Class A Common Stock (109653)	Indirect
2013-09-26	Class B Common Stock	$	J	395488	Acquired		Class A Common Stock (395488)	Indirect

Footnotes

F1: The Series A Preferred Stock automatically converted into Common Stock on a 1:1 basis upon the effectiveness of the Issuer's registration statement registering Class A Common Stock, and had no expiration date.

F2: Consists of securities held of record by Khosla Ventures II, L.P. ("KV II"). Each of (i) Khosla Ventures Associates II, LLC ("KVA II"), which is the general partner of KV II, (ii) VK Services, LLC ("VK Services"), which is the manager of KVA II, and (iii) Vinod Khosla, who is the managing member of VK Services, may be deemed to possess voting and investment control over such shares, and each of KVA II, VK Services and Vinod Khosla may be deemed to have indirect beneficial ownership of such shares. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

F3: The Series B Preferred Stock automatically converted into Common Stock on a 1:1 basis upon the effectiveness of the Issuer's registration statement registering Class A Common Stock, and had no expiration date.

F4: Consists of securities held of record by VK Services. Vinod Khosla may be deemed to possess voting and investment control over such shares, and Vinod Khosla may be deemed to have indirect beneficial ownership of such shares. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

F5: Consists of securities that were originally purchased by KV II and then distributed by KV II to KVA II, which in turn distributed such securities to members and affiliates of members of KVA II (the "Distributed Securities"). KVA II continues to possess voting and investment control over the Distributed Securities. Each of KVA II, VK Services and Vinod Khosla may be deemed to possess voting and investment control over such shares, and each of KVA II, VK Services and Vinod Khosla may be deemed to have indirect beneficial ownership of such shares. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

F6: Pursuant to a reclassification exempt under Rule 16b-7, each share of Common Stock automatically converted into one share of Class B Common Stock on September 26, 2013.

F7: Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock and has no expiration date. In addition, each share of Class B Common Stock held by a shareholder will convert automatically into one share of Class A Common Stock upon (i) any transfer of such shares (subject to certain exceptions), or (ii) the death of a natural person holding such share. In addition, each share of Class B Common Stock outstanding will convert automatically into one share of Class A Common Stock upon (i) the date specified by the holders of at least 67% of the outstanding shares of Class B Common Stock, (ii) the date on which the number of outstanding shares of Class B Common Stock represents less than 10% of the aggregate combined number of outstanding shares of Class A Common Stock and Class B Common Stock or (iii) the seven-year anniversary of the closing date of the Issuer's initial public offering (subject to certain exceptions).