SEC FORM 4

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^*

Shmunis Vladimir

(Last)

(First)

(Middle)

C/O RINGCENTRAL, INC.

1400 FASHION ISLAND BLVD, 7TH FLOOR

(Street)

SAN MATEO

94404

(City)

(State)

(Zip)

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 and Chairman

3. Date of Earliest Transaction (Month/Day/Year)
09/26/2013

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)
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)
Common Stock⁽¹⁾	09/26/2013		J⁽¹⁾		8,346,231	D	⁽¹⁾	0	I	By ELCA Fund I, LP⁽²⁾
Common Stock⁽¹⁾	09/26/2013		J⁽¹⁾		410,000	D	⁽¹⁾	0	I	By ELCA Fund II, LP⁽²⁾
Common Stock⁽¹⁾	09/26/2013		J⁽¹⁾		410,000	D	⁽¹⁾	0	I	By ELCA Fund III, LP⁽²⁾
Common Stock⁽¹⁾	09/26/2013		J⁽¹⁾		111	D	⁽¹⁾	0	I	By ELCA, LLC⁽²⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock⁽¹⁾	⁽³⁾⁽⁴⁾	09/26/2013		J⁽¹⁾		8,346,231		⁽³⁾⁽⁴⁾	⁽³⁾⁽⁴⁾	Class A Common Stock	8,346,231	$0	8,346,231	I	By ELCA Fund I, LP⁽²⁾
Class B Common Stock⁽¹⁾	⁽³⁾⁽⁴⁾	09/26/2013		J⁽¹⁾		410,000		⁽³⁾⁽⁴⁾	⁽³⁾⁽⁴⁾	Class A Common Stock	410,000	$0	410,000	I	By ELCA Fund II, LP⁽²⁾
Class B Common Stock⁽¹⁾	⁽³⁾⁽⁴⁾	09/26/2013		J⁽¹⁾		410,000		⁽³⁾⁽⁴⁾	⁽³⁾⁽⁴⁾	Class A Common Stock	410,000	$0	410,000	I	By ELCA Fund III, LP⁽²⁾
Class B Common Stock⁽¹⁾	⁽³⁾⁽⁴⁾	09/26/2013		J⁽¹⁾		111		⁽³⁾⁽⁴⁾	⁽³⁾⁽⁴⁾	Class A Common Stock	111	$0	111	I	By ELCA, LLC⁽²⁾
Stock Option (Right to Buy)	$1.1	09/26/2013		J⁽⁵⁾			1,000,000	⁽⁶⁾	01/19/2020	Common Stock	1,000,000	$0	0	D
Stock Option (Right to Buy)	$1.1	09/26/2013		J⁽⁵⁾		1,000,000		⁽⁶⁾	01/19/2020	Class B Common Stock	1,000,000	$0	1,000,000	D
Stock Option (Right to Buy)	$6.78	09/26/2013		J⁽⁵⁾			890,000	01/31/2013⁽⁷⁾	09/26/2022	Common Stock	890,000	$0	0	D
Stock Option (Right to Buy)	$6.78	09/26/2013		J⁽⁵⁾		890,000		01/31/2013⁽⁷⁾	09/26/2022	Class B Common Stock	890,000	$0	890,000	D

Explanation of Responses:

1. Pursuant to a reclassification exempt under Rule 16b-7, each share of Common Stock automatically converted into one share of Class B Common Stock on September 26, 2013.

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. 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 death of a natural person holding such share.

4. 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).

5. Pursuant to a reclassification exempt under Rule 16b-7, each share of Common Stock underlying the reported option automatically converted into one share of Class B Common Stock on September 26, 2013.

6. 25% of the shares subject to the option vested on each of 1/1/2011, 1/1/2012 and 1/1/2013, and the remaining 25% of the shares vest on 1/1/2014.

7. The option was immediately exerciseable on date of grant. 1/36th of the shares subject to the option vested on 1/31/2013, and 1/36th of the shares vest each month thereafter over the following 35 months.

	/s/ Bruce P. Johnson, Attorney-in-fact for Vladimir Shmunis	09/30/2013
	/s/ Bruce P. Johnson, Attorney-in-fact for Sandra Shmunis	09/30/2013
	/s/ Bruce P. Johnson, Attorney-in-fact for Sandra Shmunis, a Managing Member of ELCA, LLC	09/30/2013
	/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.	09/30/2013
	/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.	09/30/2013
	/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.	09/30/2013
	** 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 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).
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