X0306 4/A 2016-05-26 2016-05-31 0 0001384905 RingCentral Inc RNG 0001586695 Marlow John H C/O RINGCENTRAL, INC. 20 DAVIS DRIVE BELMONT CA 94002 0 1 0 0 SVP & General Counsel Class A Common Stock 2016-05-26 4 C 0 7000 0.00 A 94318 D Class A Common Stock 2016-05-26 4 S 0 7000 19.67 D 87318 D Class A Common Stock 2016-05-27 4 C 0 1000 0.00 A 88318 D Class A Common Stock 2016-05-27 4 S 0 1000 19.73 D 87318 D Stock options (right to buy) 0.99 2016-05-26 4 M 0 2000 0.00 D 2019-02-13 Class B Common Stock 2000 104789 D Class B Common Stock 2016-05-26 4 M 0 2000 0.00 A Class A Common Stock 2000 385334 D Class B Common Stock 2016-05-26 4 C 0 2000 0.00 D Class A Common Stock 2000 383334 D Class B Common Stock 2016-05-26 4 C 0 5000 0.00 D Class A Common 5000 378334 D Class B Common Stock 2016-05-27 4 C 0 1000 0.00 D Class A Common Stock 1000 377334 D Class B Common Stock Class A Common Stock 12500 12500 I By Trust Class B Common Stock Class A Common Stock 12500 12500 I By Trust Each Share of Class A Common Stock was issued upon conversion of one share of Class B Common Stock. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 15, 2015. Reflects weighted average sale price. Actual sale prices ranged from $19.15 to $19.825 on May 26, 2016. Reporting Person undertakes to provide upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased or sold at each separate price. Reflects weighted average sale price. Actual sale prices ranged from $19.68 to $19.79 on May 27, 2016. Reporting Person undertakes to provide upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased or sold at each separate price. Options are fully vested and exercisable. 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 occurrence of certain other specific instances, including the vote of the holders of the Class B Common Stock, as set forth in the issuer's Amended and Restated Certificate of Incorporation. Shares held in a trust for the benefit of the Reporting Person's children. The Reporting Person and his spouse are co-trustees of this trust. This amendment is being filed to restate the amount of securities acquired, disposed of and beneficially owned and the amount of securities underlying derivative securities in columns 5, 7 and 9 of Table II. The original Form 4 filed by the Reporting Person on May 31, 2016 incorrectly reported that the Reporting Person (a) exercised 7,000 stock options and converted the underlying shares of Class B Common Stock into Class A Common Stock on May 26, 2016 and (b) exercised 1,000 stock options and converted the underlying shares of Class B Common Stock into Class A Common Stock on May 27, 2016. Rather, the Reporting Person (a) exercised 2,000 stock options and converted the underlying shares of Class B Common Stock into Class A Common Stock and converted an additional 5,000 shares of Class B Common Stock already owned into Class A Common Stock on May 26, 2016 and (b) did not exercise any stock options but converted 1,000 shares of Class B Common Stock already owned into Class A Common Stock on May 27, 2016. /s/ Bruce P. Johnson, Attorney-in-fact for John H. Marlow 2016-06-10