SEC Form 4 · accession 0001209191-16-095980
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
Feb 3, 2016
Accepted (ET)
Feb 5, 2016 · 4:05 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 StockF2 | Feb 3, 2016 | C | 50,000 | $0.00 | A | 50,000 | I | By ELCA Fund I, L.P. |
| Class A Common Stock | holding | — | — | — | 59,172 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF2,F3 | — | Feb 3, 2016 | C | 50,000 | D | — | — | Class A Common Stock | 50,000 | 5,259,565 | I |
| Class B Common StockF4,F3 | — | holding | — | — | — | — | — | Class A Common Stock | 618,680 | 618,680 | D |
| Class B Common StockF2,F3 | — | holding | — | — | — | — | — | Class A Common Stock | 360,000 | 360,000 | I |
| Class B Common StockF2,F3 | — | holding | — | — | — | — | — | Class A Common Stock | 360,000 | 360,000 | I |
| Class B Common StockF2,F3 | — | holding | — | — | — | — | — | Class A Common Stock | 111 | 111 | I |
| Class B Common StockF5,F3 | — | holding | — | — | — | — | — | Class A Common Stock | 360,647 | 690,660 | I |
| Class B Common StockF6,F3 | — | holding | — | — | — | — | — | Class A Common Stock | 360,647 | 690,660 | I |
Explanation of responses
- F1Each Share of Class A Common Stock was issued upon conversion of one share of Class B Common Stock.
- F2Vladimir 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.
- F3Each 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.
- F4Includes shares directly held by reporting person's spouse.
- F5These 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.
- F6These 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.