SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Marlow John H

(Last)

(First)

(Middle)

1400 FASHION ISLAND BLVD., 7TH FLOOR

(Street)

SAN MATEO

94404

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/26/2013

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP & General Counsel

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock⁽¹⁾	450,000	D
Common Stock⁽¹⁾	12,500	I	By Trust⁽²⁾
Common Stock⁽¹⁾	12,500	I	By Trust⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Options (right to buy)	⁽³⁾	04/16/2018	Common Stock⁽¹⁾	46,573	$0.99	D
Employee Stock Options (right to buy)	⁽⁴⁾	02/13/2019	Common Stock⁽¹⁾	121,550	$0.99	D
Employee Stock Options (right to buy)	03/02/2012⁽⁵⁾	03/02/2022	Common Stock⁽¹⁾	115,000	$2.73	D
Employee Stock Options (right to buy)	06/12/2013⁽⁶⁾	06/12/2023	Common Stock⁽¹⁾	80,000	$10.42	D

Explanation of Responses:

1. Each share of Common Stock shall be reclassified as and converted into one share of Class B Common Stock pursuant to the Amended and Restated Certificate of Incorporation of the Issuer to be filed prior to the completion of the Issuer's initial public offering of Class A Common Stock.

2. Shares held in a trust for the benefit of the Reporting Person's daughter. The Reporting Person and his spouse are co-trustees of this trust.

3. 25% of the shares subject to the option vested on 4/16/2009, and 1/48th of the shares vested each month thereafter over the following 36 months.

4. 25% of the shares subject to the option vested on 2/13/2010, and 1/48th of the shares vested each month thereafter over the following 36 months.

5. The option was immediately exercisable on date of grant. 25% of the shares subject to the option vested on 3/2/2013, and 1/48th of the shares vest each month thereafter over the following 36 months.

6. The option was immediately exercisable on date of grant. 25% of the shares subject to the option vest on 6/12/2014, and 1/48th of the shares vest each month thereafter over the following 36 months.

	/s/ Bruce P. Johnson, Attorney-in-fact	09/26/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.