SEC Form 4 · accession 0001209191-15-021224

RingCentral, Inc. · RNG

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owners

Vladimir Shmunis

Officer — CEO & Chairman · Director · 10% Owner

Sandra Shmunis

10% Owner

ELCA, LLC

10% Owner

ELCA Fund I, LP

10% Owner

Period of report

Feb 27, 2015

Accepted (ET)

Mar 3, 2015 · 4:15 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001384905

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Class A Common Stock	Feb 27, 2015	C	33,334	$0.00	A	33,334	D
Class A Common Stock^F2	Feb 27, 2015	S	33,334	$15.80	D	0	D
Class A Common Stock^F3	Feb 27, 2015	C	66,666	$0.00	A	66,666	I	By ELCA Fund I, L.P.
Class A Common Stock^F2,F3	Feb 27, 2015	S	66,666	$15.80	D	0	I	By ELCA Fund I, L.P.

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Option (right to buy)^F4	$1.10	Feb 27, 2015	M	33,334	D	—	Jan 18, 2020	Class B Common Stock	33,334	766,666	D
Class B Common Stock^F5	—	Feb 27, 2015	M	33,334	A	—	—	Class A Common Stock	33,334	33,334	D
Class B Common Stock^F5	—	Feb 27, 2015	C	33,334	D	—	—	Class A Common Stock	33,334	0	D
Class B Common Stock^F3,F5	—	Feb 27, 2015	C	66,666	D	—	—	Class A Common Stock	66,666	5,854,565	I
Class B Common Stock^F3,F5	—	holding	—	—	—	—	—	Class A Common Stock	400,000	400,000	I
Class B Common Stock^F3,F5	—	holding	—	—	—	—	—	Class A Common Stock	400,000	400,000	I
Class B Common Stock^F3,F5	—	holding	—	—	—	—	—	Class A Common Stock	111	111	I
Class B Common Stock^F6,F5	—	holding	—	—	—	—	—	Class A Common Stock	1,000,000	1,000,000	I
Class B Common Stock^F7,F5	—	holding	—	—	—	—	—	Class A Common Stock	1,000,000	1,000,000	I

Explanation of responses

F1Each Share of Class A Common Stock was issued upon conversion of one share of Class B Common Stock.
F2Reflects weighted average sale price. Actual sale prices ranged from $15.67 to $15.97 on February 27, 2015. 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.
F3Vladimir 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 this relationship, 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.
F4Options are fully vested and exercisable.
F5Each 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.
F6These shares are held by a grantor retained annuity trust for the benefit of Mrs. Shmunis as annuitant. Mr. Shmunis and Mrs. Shmunis are co-trustees of the trust, and may be deemed to share voting and dispositive power with respect to the shares.
F7These shares are held by a grantor retained annuity trust for the benefit of Mr. Shmunis as annuitant. Mr. Shmunis and Mrs. Shmunis are co-trustees of the trust, and may be deemed to share voting and dispositive power with respect to the shares.