RingCentral, Inc. — Director's Dealing 2013

Sep 30, 2013

SEC Form 4/A — Form 4/A

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

Reporting Person: Shmunis Vladimir (Director, CEO and Chairman, 10% Owner)
Reporting Person: ELCA, LLC (10% Owner)
Reporting Person: ELCA Fund II, LP (Affiliated with ELCA, LLC)
Reporting Person: ELCA Fund I, LP (10% Owner)
Reporting Person: ELCA Fund III, LP (Affiliated with ELCA, LLC)
Reporting Person: Shmunis Sandra (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-09-26	Common Stock	J	8346231	—	Disposed	0	Indirect
2013-09-26	Common Stock	J	410000	—	Disposed	0	Indirect
2013-09-26	Common Stock	J	410000	—	Disposed	0	Indirect
2013-09-26	Common Stock	J	111	—	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-09-26	Class B Common Stock	$	J	8346231	Acquired		Class A Common Stock (8346231)	Indirect
2013-09-26	Class B Common Stock	$	J	410000	Acquired		Class A Common Stock (410000)	Indirect
2013-09-26	Class B Common Stock	$	J	410000	Acquired		Class A Common Stock (410000)	Indirect
2013-09-26	Class B Common Stock	$	J	111	Acquired		Class A Common Stock (111)	Indirect
2013-09-26	Stock Option (Right to Buy)	$1.10	J	1000000	Disposed	2020-01-19	Common Stock (1000000)	Direct
2013-09-26	Stock Option (Right to Buy)	$1.10	J	1000000	Acquired	2020-01-19	Class B Common Stock (1000000)	Direct
2013-09-26	Stock Option (Right to Buy)	$6.78	J	890000	Disposed	2022-09-26	Common Stock (890000)	Direct
2013-09-26	Stock Option (Right to Buy)	$6.78	J	890000	Acquired	2022-09-26	Class B Common Stock (890000)	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: Vladimir Shmunis and Sandra Shmunis are the managing members of ELCA, LLC. ELCA, LLC is the general partner of ELCA Fund I, L.P., ELCA Fund II, L.P. and ELCA Fund III, L.P. By virtue of these relationships, Mr. Shmunis and Mrs. Shmunis may be deemed to share voting and dispositive power with respect to the shares held by ELCA Fund I, L.P., ELCA Fund II, L.P. and ELCA Fund III, L.P. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

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.

F4: 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: 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.

F6: 25% of the shares subject to the option vested on each of 1/1/2011, 1/1/2012 and 1/1/2013, and the remaining 25% of the shares vest on 1/1/2014.

F7: The option was immediately exerciseable on date of grant. 1/36th of the shares subject to the option vested on 1/31/2013, and 1/36th of the shares vest each month thereafter over the following 35 months.