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 & Chairman

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

4. If Amendment, Date of 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

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	$0.00	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	$0.00	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	$0.00	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	$0.00	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⁾

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)
Stock Option (Right to Buy)	$1.1	03/11/2014		M			200,000	⁽³⁾	01/18/2020	Class B Common Stock	200,000	$0.00	800,000	D
Class B Common Stock	⁽⁴⁾⁽⁵⁾	03/11/2014		M		200,000		⁽⁴⁾⁽⁵⁾	⁽⁴⁾⁽⁵⁾	Class A Common Stock	200,000	$0.00	200,000	D
Class B Common Stock⁽¹⁾	⁽⁴⁾⁽⁵⁾	03/11/2014		C⁽¹⁾			200,000	⁽⁴⁾⁽⁵⁾	⁽⁴⁾⁽⁵⁾	Class A Common Stock	200,000	$0.00	0	D
Class B Common Stock⁽¹⁾	⁽⁴⁾⁽⁵⁾	03/11/2014		C⁽¹⁾			400,000	⁽⁴⁾⁽⁵⁾	⁽⁴⁾⁽⁵⁾	Class A Common Stock	400,000	$0.00	7,946,231	I	By ELCA Fund I, LP⁽²⁾
Class B Common Stock⁽¹⁾	⁽⁴⁾⁽⁵⁾	03/11/2014		C⁽¹⁾			10,000	⁽⁴⁾⁽⁵⁾	⁽⁴⁾⁽⁵⁾	Class A Common Stock	10,000	$0.00	400,000	I	By ELCA Fund II, LP⁽²⁾
Class B Common Stock⁽¹⁾	⁽⁴⁾⁽⁵⁾	03/11/2014		C⁽¹⁾			10,000	⁽⁴⁾⁽⁵⁾	⁽⁴⁾⁽⁵⁾	Class A Common Stock	10,000	$0.00	400,000	I	By ELCA Fund III, LP⁽²⁾
Class B Common Stock	⁽⁴⁾⁽⁵⁾							⁽⁴⁾⁽⁵⁾	⁽⁴⁾⁽⁵⁾	Class A Common Stock	111		111	I	By ELCA, LLC⁽²⁾

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)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Shmunis Sandra

(Last)

(First)

(Middle)

C/O RINGCENTRAL, INC

1400 FASHION ISLAND BLVD, 7TH FLOOR

(Street)

SAN MATEO

94404

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ELCA, LLC

(Last)

(First)

(Middle)

C/O RINGCENTRAL, INC.

1400 FASHION ISLAND BLVD, 7TH FLOOR

(Street)

SAN MATEO

94404

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ELCA Fund I, LP

(Last)

(First)

(Middle)

C/O RINGCENTRAL, INC.

1400 FASHION ISLAND BLVD, 7TH FLOOR

(Street)

SAN MATEO

94404

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ELCA Fund II, LP

(Last)

(First)

(Middle)

C/O RINGCENTRAL, INC.

1400 FASHION ISLAND BLVD, 7TH FLOOR

(Street)

SAN MATEO

94404

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Affiliated with ELCA, LLC

1. Name and Address of Reporting Person^*

ELCA Fund III, LP

(Last)

(First)

(Middle)

C/O RINGCENTRAL, INC.

1400 FASHION ISLAND BLVD, 7TH FLOOR

(Street)

SAN MATEO

94404

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Affiliated with ELCA, LLC

Explanation of Responses:

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).

	/s/ Bruce P. Johnson, Attorney-in-fact for Vladimir Shmunis	03/13/2014
	/s/ Bruce P. Johnson, Attorney-in-fact for Sandra Shmunis	03/13/2014
	/s/ Bruce P. Johnson, Attorney-in-fact for Sandra Shmunis, a Managing Member of ELCA, LLC	03/13/2014
	/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
	/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
	/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
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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