RingCentral, Inc. — Director's Dealing 2014

Sep 15, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RingCentral Inc (RNG)
CIK: 0001384905
Period of Report: 2014-07-23

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)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-07-23	Class B Common Stock	$	G	2000000	Disposed		Class A Common Stock (2000000)	Indirect
2014-07-23	Class B Common Stock	$	G	1000000	Acquired		Class A Common Stock (1000000)	Indirect
2014-07-23	Class B Common Stock	$	G	1000000	Acquired		Class A Common Stock (1000000)	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (111)	111	Indirect
Class B Common Stock	$		Class A Common Stock (400000)	400000	Indirect
Class B Common Stock	$		Class A Common Stock (400000)	400000	Indirect

Footnotes

F1: 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 the reporting person will convert automatically into one share of Class A Common Stock upon (i) any transfer of such share (subject to certain exceptions including the transfer reported on this Form 4), or (ii) the occurrence of certain other specific instances, including the vote of the holders of the Class B Common Stock, as set forth in the issuer's Amended and Restated Certificate of Incorporation.

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 this relationship, 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: These shares were gifted by ELCA Fund I, L.P. to Mrs. Shmunis. Mrs. Shmunis simultaneously contributed these shares to a grantor retained annuity trust for the benefit of Mrs. Shmunis as annuitant. Mr. Shmunis and Mrs. Shmunis are co-trustees of the trust, and may be deemed to share voting and dispositive power with respect to the shares.

F4: These shares were gifted by ELCA Fund I, L.P. to Mr. Shmunis. Mr. Shmunis simultaneously contributed these shares to a grantor retained annuity trust for the benefit of Mr. Shmunis as annuitant. Mr. Shmunis and Mrs. Shmunis are co-trustees of the trust, and may be deemed to share voting and dispositive power with respect to the shares.