RingCentral, Inc. — Director's Dealing 2014

Jun 4, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RingCentral Inc (RNG)
CIK: 0001384905
Period of Report: 2014-06-02

Reporting Person: Khosla Ventures II, L.P. (10% Owner)
Reporting Person: Khosla Ventures Associates II, LLC (10% Owner)
Reporting Person: VK Services, LLC (10% Owner)
Reporting Person: Weiden David (Director)
Reporting Person: KHOSLA VINOD (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-06-02	Class A Common Stock	J	16828	$0.00	Acquired	16828	Indirect
2014-06-02	Class A Common Stock	J	141676	$0.00	Acquired	141676	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-06-02	Class B Common Stock	$	J	230141	Disposed		Class A Common Stock (230141)	Indirect
2014-06-02	Class B Common Stock	$	J	227378	Disposed		Class A Common Stock (227378)	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (109653)	109653	Indirect

Footnotes

F1: On June 2, 2014, 227,378 shares of Class B Common Stock held by Khosla Ventures II, LP ("KV II") were distributed to certain of the members of Khosla Ventures Associates II, LLC ("KVA II"), of which David Weiden and VK Services, LLC ("VK Services") are reporting persons of the Issuer. As part of the distribution, such members of KVA II received shares of Class A Common Stock as a result of an automatic conversion pursuant to the terms of the Issuer's Amended and Restated Certificate of Incorporation.

F2: Consists of securities held of record by VK Services, LLC. Vinod Khosla may be deemed to possess voting and investment control over such shares, and Vinod Khosla may be deemed to have indirect beneficial ownership of such shares. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

F3: Consists of securities held of record by David Weiden.

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 shares. 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: Consists of securities that were originally purchased by KV II and then distributed by KV II to KVA II, which in turn distributed such securities to members and affiliates of members of KVA II (the "Distributed Securities"). On June 2, 2014, KVA II released 230,141 of the Distributed Securities from KVA II's voting and investment control. Each of KVA II, VK Services and Vinod Khosla may be deemed to possess voting and investment control over such shares, and each of KVA II, VK Services and Vinod Khosla may be deemed to have indirect beneficial ownership of such shares. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

F6: Consists of securities that were released from KVA II's voting and investment control as Distributed Securities and are no longer subject to KVA II's voting and investment control.

F7: Consists of securities held of record by KV II. Each of (i) KVA II, which is the general partner of KV II, (ii) VK Services, which is the manager of KVA II, and (iii) Vinod Khosla, who is the managing member of VK Services, may be deemed to possess voting and investment control over such shares, and each of KVA II, VK Services and Vinod Khosla may be deemed to have indirect beneficial ownership of such shares. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.