RingCentral, Inc. — Director's Dealing 2014

Mar 13, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RingCentral Inc (RNG)
CIK: 0001384905
Period of Report: 2014-03-11

Reporting Person: Marlow John H (SVP & General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-11	Class A Common Stock	C	100000	$0.00	Acquired	110000	Direct
2014-03-11	Class A Common Stock	S	100000	$20.4788	Disposed	10000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-11	Stock Option (Right to Buy)	$.99	M	33334	Disposed	2018-04-16	Class B Common Stock (33334)	Direct
2014-03-11	Class B Common Stock	$	M	33334	Acquired		Class A Common Stock (33334)	Direct
2014-03-11	Class B Common Stock	$	C	100000	Disposed		Class A Common Stock (100000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (12500)	12500	Indirect
Class B Common Stock	$		Class A Common Stock (12500)	12500	Indirect

Footnotes

F1: Each share of Class A Common Stock was issued upon conversion of one share of Class B Common Stock. The Reporting Person sold shares to the Underwriters in connection with the sale of shares of Class A Common Stock by the Reporting Person in the Issuer's public offering.

F2: 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.

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 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: 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.