RingCentral, Inc. — Director's Dealing 2015

Aug 18, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RingCentral Inc (RNG)
CIK: 0001384905
Period of Report: 2015-08-17

Reporting Person: Shmunis Vladimir (Director, CEO & Chairman, 10% Owner)
Reporting Person: Shmunis Sandra (10% Owner)
Reporting Person: ELCA Fund I, LP (10% Owner)
Reporting Person: ELCA, LLC (10% Owner)
Reporting Person: ELCA Fund II, LP (10% Owner)
Reporting Person: ELCA Fund III, LP (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-08-17	Class A Common Stock	C	16666	$0.00	Acquired	79966	Direct
2015-08-17	Class A Common Stock	S	16666	$20.01	Disposed	63300	Direct
2015-08-17	Class A Common Stock	S	33334	$20.01	Disposed	146666	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-08-17	Stock Option (right to buy)	$1.10	M	16666	Disposed	2020-01-18	Class B Common Stock (16666)	Direct
2015-08-17	Class B Common Stock	$	M	16666	Acquired		Class A Common Stock (16666)	Direct
2015-08-17	Class B Common Stock	$	C	16666	Disposed		Class A Common Stock (16666)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (5521231)	5521231	Indirect
Class B Common Stock	$		Class A Common Stock (360000)	360000	Indirect
Class B Common Stock	$		Class A Common Stock (360000)	360000	Indirect
Class B Common Stock	$		Class A Common Stock (111)	111	Indirect
Class B Common Stock	$		Class A Common Stock (1000000)	1000000	Indirect
Class B Common Stock	$		Class A Common Stock (1000000)	1000000	Indirect

Footnotes

F1: Each Share of Class A Common Stock was issued upon conversion of one share of Class B Common Stock.

F2: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 12, 2015.

F3: Reflects weighted average sale price. Actual sale prices ranged from $20.00 to $20.05 on August 17, 2015. Reporting Person undertakes to provide upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased or sold at each separate price.

F4: 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.

F5: Options are fully vested and exercisable.

F6: 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 share (subject to certain exceptions), 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.

F7: These shares are held by 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.

F8: These shares are held by 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.