SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
VANGUARD VII L P

(Last) (First) (Middle)
C/O VANGUARD VENTURES
P.O. BOX 20068

(Street)
SAN JOSE CA 95160

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
VOCERA COMMUNICATIONS, INC. [ VCRA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/02/2012
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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)
Code V Amount (A) or (D) Price
Common Stock 04/02/2012 C 960,944 A (1) 960,944 D (2)
Common Stock 04/02/2012 C 91,267 A (1) 91,267 I By Vanguard VII-A, L.P. (3)
Common Stock 04/02/2012 C 31,305 A (1) 31,305 I By Vanguard VII Accredited Affiliates Fund, L.P. (4)
Common Stock 04/02/2012 C 14,271 A (1) 14,271 I By Vanguard VII Qualified Affiliates Fund, L.P. (5)
Common Stock 04/02/2012 C 767,847 A (6) 1,728,791 D (2)
Common Stock 04/02/2012 C 72,927 A (6) 164,194 I By Vanguard VII-A, L.P. (3)
Common Stock 04/02/2012 C 25,014 A (6) 56,319 I By Vanguard VII Accredited Affiliates Fund, L.P. (4)
Common Stock 04/02/2012 C 11,403 A (6) 25,674 I By Vanguard VII Qualified Affiliates Fund, L.P. (5)
Common Stock 04/02/2012 C 328,770 A (6) 2,057,561 D (2)
Common Stock 04/02/2012 C 31,225 A (6) 195,419 I By Vanguard VII-A, L.P. (3)
Common Stock 04/02/2012 C 10,710 A (6) 67,029 I By Vanguard VII Accredited Affiliates Fund, L.P. (4)
Common Stock 04/02/2012 C 4,882 A (6) 30,556 I By Vanguard VII Qualified Affiliates Fund, L.P. (5)
Common Stock 04/02/2012 C 92,688 A (6) 2,150,249 D (2)
Common Stock 04/02/2012 C 8,803 A (6) 204,222 I By Vanguard VII-A, L.P. (3)
Common Stock 04/02/2012 C 3,019 A (6) 70,048 I By Vanguard VII Accredited Affiliates Fund, L.P. (4)
Common Stock 04/02/2012 C 1,376 A (6) 31,932 I By Vanguard VII Qualified Affiliates Fund, L.P. (5)
Common Stock 04/02/2012 C 117,257 A (6) 2,267,506 D (2)
Common Stock 04/02/2012 C 11,136 A (6) 215,358 I By Vanguard VII-A, L.P. (3)
Common Stock 04/02/2012 C 3,819 A (6) 73,867 I By Vanguard VII Accredited Affiliates Fund, L.P. (4)
Common Stock 04/02/2012 C 1,741 A (6) 33,673 I By Vanguard VII Qualified Affiliates Fund, L.P. (5)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series B Convertible Preferred Stock (1) 04/02/2012 C 524,986 (1) (1) Common Stock 960,944 (1) 0 D (2)
Series B Convertible Preferred Stock (1) 04/02/2012 C 49,862 (1) (1) Common Stock 91,267 (1) 0 I By Vanguard VII-A, L.P. (3)
Series B Convertible Preferred Stock (1) 04/02/2012 C 17,103 (1) (1) Common Stock 31,305 (1) 0 I By Vanguard VII Accredited Affiliates Fund, L.P. (4)
Series B Convertible Preferred Stock (1) 04/02/2012 C 7,797 (1) (1) Common Stock 14,271 (1) 0 I By Vanguard VII Qualified Affiliates Fund, L.P. (5)
Series C Convertible Preferred Stock (6) 04/02/2012 C 767,847 (6) (6) Common Stock 767,847 (6) 0 D (2)
Series C Convertible Preferred Stock (6) 04/02/2012 C 72,927 (6) (6) Common Stock 72,927 (6) 0 I By Vanguard VII-A, L.P. (3)
Series C Convertible Preferred Stock (6) 04/02/2012 C 25,014 (6) (6) Common Stock 25,014 (6) 0 I By Vanguard VII Accredited Affiliates Fund, L.P. (4)
Series C Convertible Preferred Stock (6) 04/02/2012 C 11,403 (6) (6) Common Stock 11,403 (6) 0 I By Vanguard VII Qualified Affiliates Fund, L.P. (5)
Series D Convertible Preferred Stock (6) 04/02/2012 C 328,770 (6) (6) Common Stock 328,770 (6) 0 D (2)
Series D Convertible Preferred Stock (6) 04/02/2012 C 31,225 (6) (6) Common Stock 31,225 (6) 0 I By Vanguard VII-A, L.P. (3)
Series D Convertible Preferred Stock (6) 04/02/2012 C 10,710 (6) (6) Common Stock 10,710 (6) 0 I By Vanguard VII Accredited Affiliates Fund, L.P. (4)
Series D Convertible Preferred Stock (6) 04/02/2012 C 4,882 (6) (6) Common Stock 4,882 (6) 0 I By Vanguard VII Qualified Affiliates Fund, L.P. (5)
Series E Convertible Preferred Stock (6) 04/02/2012 C 92,688 (6) (6) Common Stock 92,688 (6) 0 D (2)
Series E Convertible Preferred Stock (6) 04/02/2012 C 8,803 (6) (6) Common Stock 8,803 (6) 0 I By Vanguard VII-A, L.P. (3)
Series E Convertible Preferred Stock (6) 04/02/2012 C 3,019 (6) (6) Common Stock 3,019 (6) 0 I By Vanguard VII Accredited Affiliates Fund, L.P. (4)
Series E Convertible Preferred Stock (6) 04/02/2012 C 1,376 (6) (6) Common Stock 1,376 (6) 0 I By Vanguard VII Qualified Affiliates Fund, L.P. (5)
Series F Convertible Preferred Stock (6) 04/02/2012 C 117,257 (6) (6) Common Stock 117,257 (6) 0 D (2)
Series F Convertible Preferred Stock (6) 04/02/2012 C 11,136 (6) (6) Common Stock 11,136 (6) 0 I By Vanguard VII-A, L.P. (3)
Series F Convertible Preferred Stock (6) 04/02/2012 C 3,819 (6) (6) Common Stock 3,819 (6) 0 I By Vanguard VII Accredited Affiliates Fund, L.P. (4)
Series F Convertible Preferred Stock (6) 04/02/2012 C 1,741 (6) (6) Common Stock 1,741 (6) 0 I By Vanguard VII Qualified Affiliates Fund, L.P. (5)
Series E Convertible Pref St Purchase Warrant (Right to Buy) $6.61 04/02/2012 C 27,806 (7) 10/19/2015 Series E Convertible Preferred Stock (6) 27,806 (6) 0 D (2)
Common Stock Purchase Warrant (Right to Buy) $6.61 04/02/2012 C 27,806 (7) 10/19/2015 Common Stock 27,806 (6) 27,806 D (2)
Series E Convertible Pref St Purchase Warrant (Right to Buy) $6.61 04/02/2012 C 2,641 (7) 10/19/2015 Series E Convertible Preferred Stock (6) 2,641 (6) 0 I By Vanguard VII-A, L.P. (3)
Common Stock Purchase Warrant (Right to Buy) $6.61 04/02/2012 C 2,641 (7) 10/19/2015 Common Stock 2,641 (6) 2,641 I By Vanguard VII-A, L.P. (3)
Series E Convertible Pref St Purchase Warrant (Right to Buy) $6.61 04/02/2012 C 905 (7) 10/19/2015 Series E Convertible Preferred Stock (6) 905 (6) 0 I By Vanguard VII Accredited Affiliates Fund, L.P. (4)
Common Stock Purchase Warrant (Right to Buy) $6.61 04/02/2012 C 905 (7) 10/19/2015 Common Stock 905 (6) 905 I By Vanguard VII Accredited Affiliates Fund, L.P. (4)
Series E Convertible Pref St Purchase Warrant (Right to Buy) $6.61 04/02/2012 C 413 (7) 10/19/2015 Series E Convertible Preferred Stock (6) 413 (6) 0 I By Vanguard VII Qualified Affiliates Fund, L.P. (5)
Common Stock Purchase Warrant (Right to Buy) $6.61 04/02/2012 C 413 (7) 10/19/2015 Common Stock 413 (6) 413 I By Vanguard VII Qualified Affiliates Fund, L.P. (5)
Explanation of Responses:
1. Each share of Series B Convertible Preferred Stock converted into 1.8304174 shares of common stock upon the completion of the Issuer's initial public offering and had no expiration date.
2. Shares are held directly by Vanguard VII, L.P. ("V7 LP").
3. Shares are held directly by Vanguard VII-A, L.P. ("V7A LP").
4. Shares are held directly by Vanguard VII Accredited Affiliates Fund, L.P. ("Accredited").
5. Shares are held directly by Vanguard VII Qualified Affiliates Fund, L.P. ("Qualified").
6. Each share of Series C, Series D, Series E and Series F Convertible Preferred Stock converted into one share of common stock upon the completion of the Issuer's initial public offering and had no expiration date.
7. Immediately exercisable.
Remarks:
Donald F. Wood, Dan Eilers, Jack Gill, Tom McConnell, and Bob Ulrich are the managing members of Vanguard VII Venture Partners, LLC ("VVP"), which serves as the general partner to each of V7 LP, V7A LP, Accredited and Qualified (the "Vanguard V Funds"), and may be deemed to share voting and dispositive power over the shares held by the Vanguard Funds. The reporting person and the managing members disclaim the existence of a "group" and disclaim beneficial ownership of any securities except to the extent of their pecuniary interest in such securities. The filing of this report is not an admission that the Vanguard Funds, VVP or each of its managing members is the beneficial owner of these shares for purposes of Section 16 or for any other purpose. *This report is one of two reports, each on a separate Form 4, but relating to the same transaction being filed by the Vanguard Funds and the managing members of VVP.*
/s/ Ken Shilling, by Power of Attorney for Vanguard VII Venture Partners, LLC, its general partner 04/04/2012
** Signature of Reporting Person Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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