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^*

LEONE DOUGLAS M

(Last)

(First)

(Middle)

3000 SAND HILL ROAD 4-250

(Street)

MENLO PARK

94025

(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
	Officer (give title below)		Other (specify below)

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		C		8,004,018	A	⁽¹⁾	8,032,857	I	By Sequoia Capital XII, LP⁽³⁾
Common Stock⁽¹⁾	09/26/2013		C		299,498	A	⁽¹⁾	300,577	I	By Sequoia Technology Partners XII, LP⁽³⁾
Common Stock⁽¹⁾	09/26/2013		C		855,447	A	⁽¹⁾	858,529	I	By Sequoia Capital XII Principals Fund, LLC⁽³⁾
Common Stock⁽²⁾	09/26/2013		J⁽²⁾		8,032,857	D	⁽²⁾	0	I	By Sequoia Capital XII, LP⁽³⁾
Common Stock⁽²⁾	09/26/2013		J⁽²⁾		300,577	D	⁽²⁾	0	I	By Sequoia Technology Partners XII, LP⁽³⁾
Common Stock⁽²⁾	09/26/2013		J⁽²⁾		858,529	D	⁽²⁾	0	I	By Sequoia Capital XII Principals Fund, LLC⁽³⁾

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)
Series A Preferred Stock	⁽¹⁾	09/26/2013		C			7,322,593	⁽¹⁾	⁽¹⁾	Common Stock⁽²⁾	7,322,593	$0	0	I	By Sequoia Capital XII, LP⁽³⁾
Series A Preferred Stock	⁽¹⁾	09/26/2013		C			274,000	⁽¹⁾	⁽¹⁾	Common Stock⁽²⁾	274,000	$0	0	I	By Sequoia Technology Partners XII, LP⁽³⁾
Series A Preferred Stock	⁽¹⁾	09/26/2013		C			782,619	⁽¹⁾	⁽¹⁾	Common Stock⁽²⁾	782,619	$0	0	I	By Sequoia Capital XII Principals Fund, LLC⁽³⁾
Series B Preferred Stock	⁽¹⁾	09/26/2013		C			416,557	⁽¹⁾	⁽¹⁾	Common Stock⁽²⁾	416,557	$0	0	I	By Sequoia Capital XII, LP⁽³⁾
Series B Preferred Stock	⁽¹⁾	09/26/2013		C			15,587	⁽¹⁾	⁽¹⁾	Common Stock⁽²⁾	15,587	$0	0	I	By Sequoia Technology Partners XII, LP⁽³⁾
Series B Preferred Stock	⁽¹⁾	09/26/2013		C			44,520	⁽¹⁾	⁽¹⁾	Common Stock⁽²⁾	44,520	$0	0	I	By Sequoia Capital XII Principals Fund, LLC⁽³⁾
Series C Preferred Stock	⁽¹⁾	09/26/2013		C			264,868	⁽¹⁾	⁽¹⁾	Common Stock⁽²⁾	264,868	$0	0	I	By Sequoia Capital XII, LP⁽³⁾
Series C Preferred Stock	⁽¹⁾	09/26/2013		C			9,911	⁽¹⁾	⁽¹⁾	Common Stock⁽²⁾	9,911	$0	0	I	By Sequoia Technology Partners XII, LP⁽³⁾
Series C Preferred Stock	⁽¹⁾	09/26/2013		C			28,308	⁽¹⁾	⁽¹⁾	Common Stock⁽²⁾	28,308	$0	0	I	By Sequoia Capital XII Principals Fund, LLC⁽³⁾
Class B Common Stock	⁽⁴⁾⁽⁵⁾	09/26/2013		J⁽²⁾		8,032,857		⁽⁴⁾⁽⁵⁾	⁽⁴⁾⁽⁵⁾	Class A Common Stock	8,032,857	$0	8,032,857	I	By Sequoia Capital XII, LP⁽³⁾
Class B Common Stock	⁽⁴⁾⁽⁵⁾	09/26/2013		J⁽²⁾		300,577		⁽⁴⁾⁽⁵⁾	⁽⁴⁾⁽⁵⁾	Class A Common Stock	300,577	$0	300,577	I	By Sequoia Technology Partners XII, LP⁽³⁾
Class B Common Stock	⁽⁴⁾⁽⁵⁾	09/26/2013		J⁽²⁾		858,529		⁽⁴⁾⁽⁵⁾	⁽⁴⁾⁽⁵⁾	Class A Common Stock	858,529	$0	858,529	I	By Sequoia Capital XII Principals Fund, LLC⁽³⁾
Stock Option (Right to Buy)	$13	09/26/2013		A		6,730		⁽⁶⁾	09/26/2020	Class A Common Stock	6,730	$0	6,730	D

Explanation of Responses:

1. Each share of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock (i) automatically converted into Common Stock on a 1-for-1 basis upon the effectiveness of the Issuer's registration statement registering Class A Common Stock and (ii) had no expiration date.

2. 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.

3. Douglas Leone is a managing member of SC XII Management, LLC ("SC XII Management"). SC XII Management is the general partner of Sequoia Capital XII, L.P. and Sequoia Technology Partners XII, L.P. and is the managing member of Sequoia Capital XII Principals Fund, LLC. By virtue of these relationships, Mr. Leone may be deemed to share voting and dispositive power with respect to the shares held by Sequoia Capital XII, L.P., Sequoia Technology Partners XII, L.P. and Sequoia Capital XII Principals Fund, LLC. The reporting person disclaims beneficial ownership of these securities except to the extent of his 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.

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).

6. One-Sixth (1/6th) of the shares subject to the option vest on 10/26/2013 and 1/6th will vest on the 26th day of each month thereafter for the following 5 months.

	/s/ Melinda Dunn, by power of attorney for Douglas Leone	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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