SEC Form 4 · accession 0001209191-15-085777
RingCentral, Inc. · RNG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John H Marlow
Officer — SVP & General Counsel
Period of report
Dec 15, 2015
Accepted (ET)
Dec 17, 2015 · 4:34 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 | Dec 15, 2015 | C | 3,115 | $0.00 | A | 45,754 | D | |
| Class A Common StockF3 | Dec 15, 2015 | S | 3,115 | $24.56 | D | 42,639 | D | |
| Class A Common Stock | Dec 16, 2015 | C | 3,000 | $0.00 | A | 45,639 | D | |
| Class A Common StockF4 | Dec 16, 2015 | S | 3,000 | $25.35 | D | 42,639 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock options (right to buy)F5 | $0.99 | Dec 15, 2015 | M | 3,115 | D | — | Feb 13, 2019 | Class B Common Stock | 3,115 | 113,789 | D |
| Class B Common StockF7,F6 | — | Dec 15, 2015 | M | 3,115 | A | — | — | Class A Common Stock | 3,115 | 386,449 | D |
| Class B Common StockF7,F6 | — | Dec 15, 2015 | C | 3,115 | D | — | — | Class A Common Stock | 3,115 | 383,334 | D |
| Stock options (right to buy)F5 | $0.99 | Dec 16, 2015 | M | 3,000 | D | — | Feb 13, 2019 | Class B Common Stock | 3,000 | 110,789 | D |
| Class B Common StockF7,F6 | — | Dec 16, 2015 | M | 3,000 | A | — | — | Class A Common Stock | 3,000 | 386,334 | D |
| Class B Common StockF7,F6 | — | Dec 16, 2015 | C | 3,000 | D | — | — | Class A Common Stock | 3,000 | 383,334 | D |
| Class B Common StockF8,F6 | — | holding | — | — | — | — | — | Class A Common Stock | 12,500 | 12,500 | I |
| Class B Common StockF8,F6 | — | holding | — | — | — | — | — | Class A Common Stock | 12,500 | 12,500 | I |
Explanation of responses
- F1Each Share of Class A Common Stock was issued upon conversion of one share of Class B Common Stock.
- F2The 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.
- F3Reflects weighted average sale price. Actual sale prices ranged from $24.50 to $24.70 on December 15, 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.
- F4Reflects weighted average sale price. Actual sale prices ranged from $25.09 to $25.62 on December 16, 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.
- F525% of the shares subject to the option vested on 2/13/2010, and 1/48th of the shares vested each month thereafter over the following 36 months.
- F6Each 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.
- F7Reflects shares of Class B Common Stock held by M&M Double Happiness Revocable Living Trust dated 06/09/2003, as previously reported.
- F8Shares 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.