SEC Form 4 · accession 0001209191-15-064470
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
ELCA Fund II, LP
10% Owner
ELCA Fund III, LP
10% Owner
Period of report
Aug 5, 2015
Accepted (ET)
Aug 6, 2015 · 8:49 pm EDT
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 StockF2,F3 | Aug 5, 2015 | S | 36,667 | $19.45 | D | 180,000 | I | By ELCA Fund I, L.P. |
| Class A Common StockF3 | Aug 5, 2015 | C | 40,000 | $0.00 | A | 40,000 | I | By ELCA Fund II, L.P. |
| Class A Common StockF5,F3 | Aug 5, 2015 | S | 40,000 | $19.44 | D | 0 | I | By ELCA Fund II, L.P. |
| Class A Common StockF3 | Aug 5, 2015 | C | 40,000 | $0.00 | A | 40,000 | I | By ELCA Fund III, L.P. |
| Class A Common StockF5,F3 | Aug 5, 2015 | S | 40,000 | $19.44 | D | 0 | I | By ELCA Fund III, L.P. |
| Class A Common Stock | Aug 5, 2015 | C | 58,333 | $0.00 | A | 121,633 | D | |
| Class A Common StockF2 | Aug 5, 2015 | S | 58,333 | $19.45 | D | 63,300 | D |
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)F6 | $1.10 | Aug 5, 2015 | M | 58,333 | D | — | Jan 18, 2020 | Class B Common Stock | 58,333 | 650,000 | D |
| Class B Common StockF7 | — | Aug 5, 2015 | M | 58,333 | A | — | — | Class A Common Stock | 58,333 | 58,333 | D |
| Class B Common StockF7 | — | Aug 5, 2015 | C | 58,333 | D | — | — | Class A Common Stock | 58,333 | 0 | D |
| Class B Common StockF3,F7 | — | Aug 5, 2015 | C | 40,000 | D | — | — | Class A Common Stock | 40,000 | 360,000 | I |
| Class B Common StockF3,F7 | — | Aug 5, 2015 | C | 40,000 | D | — | — | Class A Common Stock | 40,000 | 360,000 | I |
| Class B Common StockF3,F7 | — | holding | — | — | — | — | — | Class A Common Stock | 5,521,231 | 5,521,231 | I |
| Class B Common StockF3,F7 | — | holding | — | — | — | — | — | Class A Common Stock | 111 | 111 | I |
| Class B Common StockF8,F7 | — | holding | — | — | — | — | — | Class A Common Stock | 1,000,000 | 1,000,000 | I |
| Class B Common StockF9,F7 | — | holding | — | — | — | — | — | Class A Common Stock | 1,000,000 | 1,000,000 | I |
Explanation of responses
- F1The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 12, 2015.
- F2Reflects weighted average sale price. Actual sale prices ranged from $19.30 to $19.62 on August 5, 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.
- F4Each Share of Class A Common Stock was issued upon conversion of one share of Class B Common Stock.
- F5Reflects weighted average sale price. Actual sale prices ranged from $19.31 to $19.62 on August 5, 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
- F6Options are fully vested and exercisable.
- F7Each 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.
- F8These 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.
- F9These 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.