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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-11	Class A Common Stock	C	200000	$0.00	Acquired	200000	Direct
2014-03-11	Class A Common Stock	S	200000	$20.4788	Disposed	0	Direct
2014-03-11	Class A Common Stock	C	400000	$0.00	Acquired	400000	Indirect
2014-03-11	Class A Common Stock	S	400000	$20.4788	Disposed	0	Indirect
2014-03-11	Class A Common Stock	C	10000	$0.00	Acquired	10000	Indirect
2014-03-11	Class A Common Stock	S	10000	$20.4788	Disposed	0	Indirect
2014-03-11	Class A Common Stock	C	10000	$0.00	Acquired	10000	Indirect
2014-03-11	Class A Common Stock	S	10000	$20.4788	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-11	Stock Option (Right to Buy)	$1.10	M	200000	Disposed	2020-01-18	Class B Common Stock (200000)	Direct
2014-03-11	Class B Common Stock	$	M	200000	Acquired		Class A Common Stock (200000)	Direct
2014-03-11	Class B Common Stock	$	C	200000	Disposed		Class A Common Stock (200000)	Direct
2014-03-11	Class B Common Stock	$	C	400000	Disposed		Class A Common Stock (400000)	Indirect
2014-03-11	Class B Common Stock	$	C	10000	Disposed		Class A Common Stock (10000)	Indirect
2014-03-11	Class B Common Stock	$	C	10000	Disposed		Class A Common Stock (10000)	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (111)	111	Indirect

Footnotes

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

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

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).