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: SC XII MANAGEMENT LLC (10% Owner)
Reporting Person: SEQUOIA CAPITAL XII A DELAWARE L P (10% Owner)
Reporting Person: SEQUOIA TECHNOLOGY PARTNERS XII A DELAWARE L P (10% Owner)
Reporting Person: SEQUOIA CAPITAL XII PRINCIPALS FUND LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-09-26	Common Stock	C	8004018	—	Acquired	8032857	Indirect
2013-09-26	Common Stock	C	299498	—	Acquired	300577	Indirect
2013-09-26	Common Stock	C	855447	—	Acquired	858529	Indirect
2013-09-26	Common Stock	J	8032857	—	Disposed	0	Indirect
2013-09-26	Common Stock	J	300577	—	Disposed	0	Indirect
2013-09-26	Common Stock	J	858529	—	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-09-26	Series A Preferred Stock	$	C	7322593	Disposed		Common Stock (7322593)	Indirect
2013-09-26	Series A Preferred Stock	$	C	274000	Disposed		Common Stock (274000)	Indirect
2013-09-26	Series A Preferred Stock	$	C	782619	Disposed		Common Stock (782619)	Indirect
2013-09-26	Series B Preferred Stock	$	C	416557	Disposed		Common Stock (416557)	Indirect
2013-09-26	Series B Preferred Stock	$	C	15587	Disposed		Common Stock (15587)	Indirect
2013-09-26	Series B Preferred Stock	$	C	44520	Disposed		Common Stock (44520)	Indirect
2013-09-26	Series C Preferred Stock	$	C	264868	Disposed		Common Stock (264868)	Indirect
2013-09-26	Series C Preferred Stock	$	C	9911	Disposed		Common Stock (9911)	Indirect
2013-09-26	Series C Preferred Stock	$	C	28308	Disposed		Common Stock (28308)	Indirect
2013-09-26	Class B Common Stock	$	J	8032857	Acquired		Class A Common Stock (8032857)	Indirect
2013-09-26	Class B Common Stock	$	J	300577	Acquired		Class A Common Stock (300577)	Indirect
2013-09-26	Class B Common Stock	$	J	858529	Acquired		Class A Common Stock (858529)	Indirect

Footnotes

F1: Each share of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock (i) automatically converted into Common Stock on a 1-for-1 basis upon the effectiveness of the Issuer's registration statement registering Class A Common Stock and (ii) had no expiration date.

F2: 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.

F3: SC XII Management, LLC ("SC XII Management") is the general partner of Sequoia Capital XII, L.P. and Sequoia Technology Partners XII, L.P. and is the managing member of Sequoia Capital XII Principals Fund, LLC. As a result, SC XII Management may be deemed to share voting and dispositive power with respect to the shares held by Sequoia Capital XII, L.P., Sequoia Technology Partners XII, L.P. and Sequoia Capital XII Principals Fund, LLC. 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.

F4: Each share of Class B Common 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 shares 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.

F5: 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).