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: THEIS ROBERT I (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-09-26	Common Stock	C	1659610	—	Acquired	1659610	Indirect
2013-09-26	Common Stock	J	1659610	—	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-09-26	Series D Preferred Stock	$	C	1659610	Disposed		Common Stock (1659610)	Indirect
2013-09-26	Class B Common Stock	$	J	1659610	Acquired		Class A Common Stock (1659610)	Indirect
2013-09-26	Stock Option (Right to Buy)	$13.00	A	6730	Acquired	2020-09-26	Class A Common Stock (6730)	Indirect

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: The Series D 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.

F3: The securities are held by Scale Venture Partners III, LP ("Scale Partners"). The General Partner of Scale Partners is Scale Venture Management III, LLC ("Scale Management III"). The Reporting Person is a managing member of Scale Management III and shares voting and investment power with respect to these shares with three other managing members of Scale Management III. The Reporting Person disclaims beneficial ownership with respect to these shares except to the extent of his pecuniary interest therein.

F4: 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).

F5: One-Sixth (1/6th) of the shares subject to the option vest on 10/26/2013 and 1/6th will vest on the 26th day of each month thereafter for the following 5 months.

F6: Pursuant to the policies of Scale Partners and Scale Management III and Scale Management LLC ("Scale Management") the Reporting Person is deemed to hold the reported option for the benefit of Scale Management, and must exercise the option solely at the direction of Scale Partners and Scale Management III. Scale Management may be deemed the indirect beneficial owner of the option. The Reporting Person disclaims beneficial ownership of the option except to the extent of his pecuniary interest therein.