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: Marlow John H (SVP & General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-09-26	Common Stock	J	450000	—	Disposed	0	Direct
2013-09-26	Common Stock	J	12500	—	Disposed	0	Indirect
2013-09-26	Common Stock	J	12500	—	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-09-26	Class B Common Stock	$	J	450000	Acquired		Class A Common Stock (450000)	Direct
2013-09-26	Class B Common Stock	$	J	12500	Acquired		Class A Common Stock (12500)	Indirect
2013-09-26	Class B Common Stock	$	J	12500	Acquired		Class A Common Stock (12500)	Indirect
2013-09-26	Employee Stock Option (right to buy)	$0.99	J	46573	Disposed	2018-04-16	Class B Common Stock (46573)	Direct
2013-09-26	Employee Stock Option (right to buy)	$0.99	J	46573	Acquired	2018-04-16	Class B Common Stock (46573)	Direct
2013-09-26	Employee Stock Option (right to buy)	$0.99	J	121550	Disposed	2019-02-13	Class B Common Stock (121550)	Direct
2013-09-26	Employee Stock Option (right to buy)	$0.99	J	121550	Acquired	2019-02-13	Class B Common Stock (121550)	Direct
2013-09-26	Employee Stock Option (right to buy)	$2.73	J	115000	Disposed	2022-03-02	Class B Common Stock (115000)	Direct
2013-09-26	Employee Stock Option (right to buy)	$2.73	J	115000	Acquired	2022-03-02	Class B Common Stock (115000)	Direct
2013-09-26	Employee Stock Option (right to buy)	$10.42	J	80000	Disposed	2023-06-12	Class B Common Stock (80000)	Direct
2013-09-26	Employee Stock Option (right to buy)	$10.42	J	80000	Acquired	2023-06-12	Class B Common Stock (80000)	Direct

Footnotes

F1: 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.

F2: Shares held in a trust for the benefit of the Reporting Person's children. The Reporting Person and his spouse are co-trustees of this trust.

F3: 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 share (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).

F4: Pursuant to a reclassification exempt under Rule 16b-7, each share of Common Stock underlying the reported option automatically converted into one share of Class B Common Stock on September 26, 2013.

F5: 25% of the shares subject to the option vested on 4/16/2009, and 1/48th of the shares vested each month thereafter over the following 36 months.

F6: 25% of the shares subject to the option vested on 2/13/2010, and 1/48th of the shares vested each month thereafter over the following 36 months.

F7: The option was immediately exercisable on date of grant. 25% of the shares subject to the option vested on 3/2/2013, and 1/48th of the shares vest each month thereafter over the remaining 36 months.

F8: The option was immediately exercisable on date of grant. 25% of the shares subject to the option vest on 6/12/2014, and 1/48th of the shares vest each month thereafter over the remaining 36 months.