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: THEIS ROBERT I (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-11	Class A Common Stock	C	331922	$0.00	Acquired	331922	Indirect
2014-03-11	Class A Common Stock	S	331922	$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	331922	Disposed		Class A Common Stock (331922)	Indirect

Footnotes

F1: The securities are held by Scale Venture Partners III, LP ("Scale Partners"). The General Partner of Scale Partners is Scale Venture Management III, LLC ("Scale Management III"). The Reporting Person is a managing member of Scale Management III and shares voting and investment power with respect to these shares with three other managing members of Scale Management III. The Reporting Person disclaims beneficial ownership with respect to these shares except to the extent of his pecuniary interest therein.

F2: Does not reflect an underwriter's discount of $1.02125 per share.

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: Not applicable.