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: Weiden David (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-11	Class A Common Stock	C	97955	—	Acquired	97955	Direct
2014-03-11	Class A Common Stock	S	97955	$21.50	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-11	Class B Common Stock	$	C	97955	Disposed		Class A Common Stock (97955)	Direct

Footnotes

F1: Consists of securities sold by Mr. Weiden in connection with an offering of Class A Common Stock of the Issuer, which closed on March 11, 2014. Pursuant to a conversion exempt under Rule 16b-6(b), each share of Class B Common Stock converted into one share of Class A Common Stock on March 11, 2014.

F2: 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).