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: 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: KHOSLA VINOD (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-11	Class A Common Stock	C	275000	$0.00	Acquired	275000	Indirect
2014-03-11	Class A Common Stock	S	275000	$21.50	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-11	Class B Common Stock	$	C	275000	Acquired		Class A Common Stock (275000)	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (8456181)	8456181	Indirect
Class B Common Stock	$		Class A Common Stock (109653)	109653	Indirect

Footnotes

F1: Consists of Distributed Securities (as defined in Footnote 2) sold by David Weiden (a director of the Issuer) and Samir Kaul 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: 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"). KVA II continues to possess voting and investment control over the Distributed Securities. 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.

F3: 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).

F4: Consists of securities held of record by Khosla Ventures II, L.P. ("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.

F5: Consists of securities held of record by VK Services. 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.