SEC Form 4 · accession 0001209191-16-141316
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 22, 2016
Accepted (ET)
Sep 13, 2016 · 9:58 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 | Sep 9, 2016 | C | 10,000 | $0.00 | A | 10,000 | I | By ELCA Fund I, L.P. |
| Class A Common StockF2 | Sep 9, 2016 | G | 10,000 | $0.00 | D | 0 | I | By ELCA Fund I, L.P. |
| Class A Common Stock | holding | — | — | — | 222,522 | 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 StockF5,F6,F4 | — | Aug 22, 2016 | G | 351,788 | D | — | — | Class A Common Stock | 351,788 | 0 | I |
| Class B Common StockF5,F7,F4 | — | Aug 22, 2016 | G | 351,788 | D | — | — | Class A Common Stock | 351,788 | 0 | I |
| Class B Common StockF8,F2,F4 | — | Sep 9, 2016 | C | 10,000 | D | — | — | Class A Common Stock | 10,000 | 6,400,989 | I |
| Class B Common StockF9,F2,F4 | — | holding | — | — | — | — | — | Class A Common Stock | 7,200 | 7,200 | I |
| Class B Common StockF9,F2,F4 | — | holding | — | — | — | — | — | Class A Common Stock | 7,200 | 7,200 | I |
| Class B Common StockF2,F4 | — | holding | — | — | — | — | — | Class A Common Stock | 111 | 111 | 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., and certain of the shares held by 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.
- F3The Reporting Person transferred 10,000 shares of the Issuer's Class A Common Stock as a gift to Morgan Stanley Global Impact Funding Trust, Inc., a 501(c)(3) charitable foundation.
- F4Each 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 events, 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.
- F5Upon termination of the grantor retained annuity trust on August 22, 2016, 351,788 of the shares were transferred to the reporting person's adult children. The remaining 338,872 shares were distributed to ELCA Fund I, L.P. and are reported in this Form 4 as indirectly owned.
- F6These shares were held by a grantor retained annuity trust for the benefit of Mrs. Shmunis as annuitant. Mr. Shmunis and Mrs. Shmunis were co-trustees of the trust, and were deemed to share voting and dispositive power with respect to the shares. The grantor retained annuity trust was dissolved on August 22, 2016.
- F7These shares were held by a grantor retained annuity trust for the benefit of Mr. Shmunis as annuitant. Mr. Shmunis and Mrs. Shmunis were co-trustees of the trust, and were deemed to share voting and dispositive power with respect to the shares. The grantor retained annuity trust was dissolved on August 22, 2016.
- F8Reflects (i) a distribution of an aggregate of 637,744 shares of Class B Common Stock held by grantor retained annuity trusts of the Reporting Person and the Reporting Person's spouse to ELCA Fund I, L.P. on August 22, 2016 and (ii) a reallocation of an aggregate of 618,680 shares of Class B Common Stock held by the Reporting Person and the Reporting Person's spouse to ELCA Fund I, L.P. on September 12, 2016.
- F9Represents the shares held by ELCA Fund II, L.P. and ELCA III, L.P. in which the Reporting Persons have a pecuniary interest.