Edgar Filing: RingCentral Inc

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Shmunis Vladimir

2. Issuer Name and Ticker or Trading Symbol
RingCentral Inc [RNG]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
CEO & Chairman

(Last)

(First)

(Middle)

C/O RINGCENTRAL, INC., 1400 FASHION ISLAND BLVD, 7TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
03/11/2014

(Street)

SAN MATEO, CA 94404

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock ⁽¹⁾	03/11/2014		C⁽¹⁾		200,000	A	$ 0	200,000	D
Class A Common Stock ⁽¹⁾	03/11/2014		S		200,000	D	$ 20.4788	0	D
Class A Common Stock ⁽¹⁾	03/11/2014		C⁽¹⁾		400,000	A	$ 0	400,000	I	By ELCA Fund I, LP ⁽²⁾
Class A Common Stock ⁽¹⁾	03/11/2014		S		400,000	D	$ 20.4788	0	I	By ELCA Fund I, LP ⁽²⁾
Class A Common Stock ⁽¹⁾	03/11/2014		C⁽¹⁾		10,000	A	$ 0	10,000	I	By ELCA Fund II, LP ⁽²⁾
Class A Common Stock ⁽¹⁾	03/11/2014		S		10,000	D	$ 20.4788	0	I	By ELCA Fund II, LP ⁽²⁾
Class A Common Stock ⁽¹⁾	03/11/2014		C⁽¹⁾		10,000	A	$ 0	10,000	I	By ELCA Fund III, LP ⁽²⁾
Class A Common Stock ⁽¹⁾	03/11/2014		S		10,000	D	$ 20.4788	0	I	By ELCA Fund III, LP ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (Right to Buy)

$ 1.1

03/11/2014

200,000

⁽³⁾

01/18/2020

Class B Common Stock

200,000

$ 0

800,000

Class B Common Stock

⁽⁴⁾ ⁽⁵⁾

03/11/2014

200,000

⁽⁴⁾⁽⁵⁾

Class A Common Stock

200,000

$ 0

200,000

Class B Common Stock ⁽¹⁾

⁽⁴⁾ ⁽⁵⁾

03/11/2014

C⁽¹⁾

200,000

⁽⁴⁾⁽⁵⁾

Class A Common Stock

200,000

$ 0

Class B Common Stock ⁽¹⁾

⁽⁴⁾ ⁽⁵⁾

03/11/2014

C⁽¹⁾

400,000

⁽⁴⁾⁽⁵⁾

Class A Common Stock

400,000

$ 0

7,946,231

By ELCA Fund I, LP ⁽²⁾

Class B Common Stock ⁽¹⁾

⁽⁴⁾ ⁽⁵⁾

03/11/2014

C⁽¹⁾

10,000

⁽⁴⁾⁽⁵⁾

Class A Common Stock

10,000

$ 0

400,000

By ELCA Fund II, LP ⁽²⁾

Class B Common Stock ⁽¹⁾

⁽⁴⁾ ⁽⁵⁾

03/11/2014

C⁽¹⁾

10,000

⁽⁴⁾⁽⁵⁾

Class A Common Stock

10,000

$ 0

400,000

By ELCA Fund III, LP ⁽²⁾

Class B Common Stock

⁽⁴⁾ ⁽⁵⁾

⁽⁴⁾⁽⁵⁾

Class A Common Stock

111

By ELCA, LLC ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Shmunis Vladimir C/O RINGCENTRAL, INC. 1400 FASHION ISLAND BLVD, 7TH FLOOR SAN MATEO, CA 94404	X	X	CEO & Chairman
Shmunis Sandra C/O RINGCENTRAL, INC 1400 FASHION ISLAND BLVD, 7TH FLOOR SAN MATEO, CA 94404		X
ELCA, LLC C/O RINGCENTRAL, INC. 1400 FASHION ISLAND BLVD, 7TH FLOOR SAN MATEO, CA 94404		X
ELCA Fund I, LP C/O RINGCENTRAL, INC. 1400 FASHION ISLAND BLVD, 7TH FLOOR SAN MATEO, CA 94404		X
ELCA Fund II, LP C/O RINGCENTRAL, INC. 1400 FASHION ISLAND BLVD, 7TH FLOOR SAN MATEO, CA 94404				Affiliated with ELCA, LLC
ELCA Fund III, LP C/O RINGCENTRAL, INC. 1400 FASHION ISLAND BLVD, 7TH FLOOR SAN MATEO, CA 94404				Affiliated with ELCA, LLC

Signatures

/s/ Bruce P. Johnson, Attorney-in-fact for Vladimir Shmunis		03/13/2014
^**Signature of Reporting Person		Date
/s/ Bruce P. Johnson, Attorney-in-fact for Sandra Shmunis		03/13/2014
^**Signature of Reporting Person		Date
/s/ Bruce P. Johnson, Attorney-in-fact for Sandra Shmunis, a Managing Member of ELCA, LLC		03/13/2014
^**Signature of Reporting Person		Date
/s/ Bruce P. Johnson, Attorney-in-fact for Sandra Shmunis, a Managing Member of ELCA, LLC, the General Partner of ELCA Fund I, L.P.		03/13/2014
^**Signature of Reporting Person		Date
/s/ Bruce P. Johnson, Attorney-in-fact for Sandra Shmunis, a Managing Member of ELCA, LLC, the General Partner of ELCA Fund II, L.P.		03/13/2014
^**Signature of Reporting Person		Date
/s/ Bruce P. Johnson, Attorney-in-fact for Sandra Shmunis, a Managing Member of ELCA, LLC, the General Partner of ELCA Fund III, L.P.		03/13/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Each share of Class A Common Stock was issued upon conversion of one share of Class B Common Stock. The Reporting Persons sold shares to the Underwriters in connection with the sale of shares of Class A Common Stock by the Reporting Persons in the Issuer's public offering.
(2)	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 these relationships, 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.
(3)	25% of the shares subject to the option vested on each of 1/1/2011, 1/1/2012, 1/1/2013 and 1/1/2014.
(4)	Each share of Class B Common 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 shares 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 death of a natural person holding such share.
(5)	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).

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