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RingCentral, Inc. — Major Shareholding Notification 2014
Feb 12, 2014
31440_mrq_2014-02-12_7b2ce7cd-bbb8-4534-a634-11cc52cb9fd2.zip
Major Shareholding Notification
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES
13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No.)
RINGCENTRAL, INC.
(Name of Issuer)
CLASS A COMMON STOCK
(Title of Class of Securities)
76680R206
(CUSIP Number)
12/31/13
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
(Continued on following pages)
Page 1 of 9 Pages
CUSIP NO. 76680R206 13 G Page 2 of 9 Pages
| 1 | NAME OF
REPORTING PERSON SEQUOIA CAPITAL XII, L.P. (SC XII) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 20-5005647 | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ¨ (b) ¨ | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION DELAWARE | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 |
| | 6 | SHARED VOTING POWER 8,032,857 1 |
| | 7 | SOLE DISPOSITIVE POWER 0 |
| | 8 | SHARED DISPOSITIVE POWER 8,032,857 1 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,032,857 1 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES ¨ | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9 48.2% | |
| 12 | TYPE OF REPORTING PERSON PN | |
1 Represents shares of the Issuers Class B common stock. Each share of the Issuers Class B common stock is entitled to ten votes per share and is convertible at any time into one share of the Issuers Class A common stock.
CUSIP NO. 76680R206 13 G Page 3 of 9 Pages
| 1 | NAME OF
REPORTING PERSON SEQUOIA TECHNOLOGY PARTNERS XII, L.P. (STP XII) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 20-5565282 | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ¨ (b) ¨ | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION DELAWARE | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 |
| | 6 | SHARED VOTING POWER 300,577 1 |
| | 7 | SOLE DISPOSITIVE POWER 0 |
| | 8 | SHARED DISPOSITIVE POWER 300,577 1 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 300,577 1 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES ¨ | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9 3.4% | |
| 12 | TYPE OF REPORTING PERSON PN | |
1 Represents shares of the Issuers Class B common stock. Each share of the Issuers Class B common stock is entitled to ten votes per share and is convertible at any time into one share of the Issuers Class A common stock.
CUSIP NO. 76680R206 13 G Page 4 of 9 Pages
| 1 | NAME OF
REPORTING PERSON SEQUOIA CAPITAL XII PRINCIPALS FUND LLC (SC XII PF) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 20-8738686 | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ¨ (b) ¨ | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION DELAWARE | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 |
| | 6 | SHARED VOTING POWER 858,529 1 |
| | 7 | SOLE DISPOSITIVE POWER 0 |
| | 8 | SHARED DISPOSITIVE POWER 858,529 1 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 858,529 1 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES ¨ | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9 9.1% | |
| 12 | TYPE OF REPORTING PERSON OO | |
1 Represents shares of the Issuers Class B common stock. Each share of the Issuers Class B common stock is entitled to ten votes per share and is convertible at any time into one share of the Issuers Class A common stock.
CUSIP NO. 76680R206 13 G Page 5 of 9 Pages
| 1 | NAME OF
REPORTING PERSON SC XII MANAGEMENT, LLC (SC XII LLC) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 20-5005544 | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ¨ (b) ¨ | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION DELAWARE | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 |
| | 6 | SHARED VOTING POWER 9,191,963 shares of which 8,032,857 shares are directly held by SC XII, 300,577 shares
are directly held by STP XII and 858,529 shares are directly held by SC XII PF. SC XII LLC is the General Partner of each of SC XII and STP XII, and the Managing Member of SC XII PF. 1 |
| | 7 | SOLE DISPOSITIVE POWER 0 |
| | 8 | SHARED DISPOSITIVE POWER 9,191,963 shares of which 8,032,857 shares are directly held by SC XII, 300,577 shares
are directly held by STP XII and 858,529 shares are directly held by SC XII PF. SC XII LLC is the General Partner of each of SC XII and STP XII, and the Managing Member of SC XII
PF. 1 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,191,963 1 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES ¨ | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9 51.6% | |
| 12 | TYPE OF REPORTING PERSON OO | |
1 Represents shares of the Issuers Class B common stock. Each share of the Issuers Class B common stock is entitled to ten votes per share and is convertible at any time into one share of the Issuers Class A common stock.
CUSIP NO. 76680R206 13 G Page 6 of 9 Pages
ITEM 1.
(a) Name of Issuer: RingCentral, Inc.
(b) Address of Issuers Principal Executive Offices:
1400 Fashion Island Blvd., Suite 700
San Mateo, CA 94404
ITEM 2.
(a) Name of Persons Filing:
Sequoia Capital XII, L.P.
Sequoia Technology Partners XII, L.P.
Sequoia Capital XII Principals Fund, LLC
SC XII Management, LLC
SC XII LLC is the General Partner of each of SC XII and STP XII, and the Managing Member of SC XII PF.
(b) Address of Principal Business Office or, if none, Residence:
3000 Sand Hill Road, 4-250
Menlo Park, CA 94025
(c) Citizenship:
SC XII LLC, SC XII, STP XII, SC XII PF: Delaware
(d) Title of Class of Securities: Class A Common Stock
(e) CUSIP Number: 76680R206
ITEM 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:
NOT APPLICABLE
ITEM 4. Ownership
SEE ROWS 5 THROUGH 11 OF COVER PAGES
CUSIP NO. 76680R206 13 G Page 7 of 9 Pages
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ¨
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
NOT APPLICABLE
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON
NOT APPLICABLE
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
NOT APPLICABLE
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
NOT APPLICABLE
ITEM 10. CERTIFICATION
NOT APPLICABLE
CUSIP NO. 76680R206 13 G Page 8 of 9 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 12, 2014
| Sequoia Capital XII, L.P. | |
|---|---|
| Sequoia Technology Partners XII, L.P. | |
| By: | SC XII Management, LLC |
| General Partner of each | |
| By: | /s/ Douglas Leone |
| Douglas Leone, Managing Member | |
| Sequoia Capital XII Principals Fund, LLC | |
| By: | SC XII Management, LLC its Managing |
| Member | |
| By: | /s/ Douglas Leone |
| Douglas Leone, Managing Member | |
| SC XII Management, LLC | |
| By: | /s/ Douglas Leone |
| Douglas Leone, Managing Member |
CUSIP NO. 76680R206 13 G Page 9 of 9 Pages
EXHIBIT 1
AGREEMENT AS TO JOINT FILING OF SCHEDULE 13G
The undersigned hereby agree that the Schedule 13G relating to the Class A common stock of RingCentral, Inc., and any further amendments thereto, to which this Agreement as to Joint Filing of Schedule 13G is attached as an exhibit is filed on behalf of each of them pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
Dated: February 12, 2014
| Sequoia Capital XII, L.P. | |
|---|---|
| Sequoia Technology Partners XII, L.P. | |
| By: | SC XII Management, LLC |
| General Partner of each | |
| By: | /s/ Douglas Leone |
| Douglas Leone, Managing Member | |
| Sequoia Capital XII Principals Fund, LLC | |
| By: | SC XII Management, LLC its Managing |
| Member | |
| By: | /s/ Douglas Leone |
| Douglas Leone, Managing Member | |
| SC XII Management, LLC | |
| By: | /s/ Douglas Leone |
| Douglas Leone, Managing Member |