RingCentral, Inc. — Director's Dealing 2014

Jun 9, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RingCentral Inc (RNG)
CIK: 0001384905
Period of Report: 2014-06-05

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
2014-06-05	Class A Common Stock	J	2320148	$0.00	Acquired	2320148	Indirect
2014-06-05	Class A Common Stock	J	20275	$0.00	Acquired	161951	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-06-05	Class B Common Stock	$	J	8228803	Disposed		Class A Common Stock (8228803)	Indirect

Footnotes

F1: On June 5, 2014, 8,228,803 shares of Class B Common Stock held by Khosla Ventures II, LP ("KV II") were distributed to the limited partners of KV II. As part of the distribution, the limited partners of KV 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 a trust for the benefit of Vinod Khosla and his family. As a trustee and beneficiary, 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 share. 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 held of record by KV II. Each of (i) Khosla Ventures Associates II, LLC ("KVA II"), which is the general partner of KV II, (ii) VK Services, LLC ("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.