RingCentral, Inc. — Director's Dealing 2017

May 23, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RingCentral Inc (RNG)
CIK: 0001384905
Period of Report: 2017-05-19

Reporting Person: Makagon Kira (EVP, Innovation)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-19	Class A Common Stock	C	10000	$0.00	Acquired	180938	Direct
2017-05-19	Class A Common Stock	S	10000	$33.66	Disposed	170938	Direct
2017-05-22	Class A Common Stock	F	4445	$34.45	Disposed	166493	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-19	Stock Option (right to buy)	$6.78	M	10000	Disposed	2022-08-02	Class B Common Stock (10000)	Direct
2017-05-19	Class B Common Stock	$	M	10000	Acquired		Class A Common Stock (10000)	Direct
2017-05-19	Class B Common Stock	$	C	10000	Disposed		Class A Common Stock (10000)	Direct

Footnotes

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

F2: Reflects weighted average sale price. Actual sale prices ranged from $33.60 to $33.75 on May 19, 2017. The 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.

F3: In an exempt disposition to the issuer under rule 16b-3(e), the Reporting Person remitted shares to the issuer in connection with the satisfaction of tax withholding obligations arising out of the vesting of shares with respect to previously vested restricted stock units.

F4: The option was immediately exercisable on date of grant. 25% of the shares subject to the option vested on 8/01/2013, and 1/48th of the shares vest each month thereafter over the following 36 months.

F5: 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.