SEC Form 4 · accession 0001209191-17-035113
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
May 22, 2017
Accepted (ET)
May 24, 2017 · 7:13 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 Stock | May 22, 2017 | C | 5,000 | $0.00 | A | 386,279 | D | |
| Class A Common StockF3 | May 22, 2017 | S | 37,238 | $34.21 | D | 349,041 | D | |
| Class A Common StockF4 | May 22, 2017 | C | 11,216 | $0.00 | A | 11,216 | I | By ELCA Fund I, L.P. |
| Class A Common StockF3,F4 | May 22, 2017 | S | 11,216 | $34.21 | D | 0 | I | By ELCA Fund I, L.P. |
| Class A Common Stock | May 23, 2017 | C | 5,000 | $0.00 | A | 354,041 | D | |
| Class A Common StockF5 | May 23, 2017 | S | 5,000 | $34.06 | D | 349,041 | D | |
| Class A Common Stock | May 23, 2017 | C | 15,000 | $0.00 | A | 15,000 | I | By ELCA Fund I, L.P. |
| Class A Common StockF5 | May 23, 2017 | S | 15,000 | $34.06 | D | 0 | I | By ELCA Fund I, L.P. |
| Class A Common Stock | May 24, 2017 | C | 5,000 | $0.00 | A | 354,041 | D | |
| Class A Common StockF6 | May 24, 2017 | S | 5,000 | $34.17 | D | 349,041 | D | |
| Class A Common StockF4 | May 24, 2017 | C | 15,000 | $0.00 | A | 15,000 | I | By ELCA Fund I, L.P. |
| Class A Common StockF6,F4 | May 24, 2017 | S | 15,000 | $34.17 | 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)F7 | $1.10 | May 22, 2017 | M | 5,000 | D | — | Jan 18, 2020 | Class B Common Stock | 5,000 | 421,666 | D |
| Class B Common StockF8 | — | May 22, 2017 | M | 5,000 | A | — | — | Class A Common Stock | 5,000 | 5,000 | D |
| Class B Common StockF8 | — | May 22, 2017 | C | 5,000 | D | — | — | Class A Common Stock | 5,000 | 0 | D |
| Class B Common StockF4,F8 | — | May 22, 2017 | C | 11,216 | D | — | — | Class A Common Stock | 11,216 | 6,309,773 | I |
| Stock Option (right to buy)F7 | $1.10 | May 23, 2017 | M | 5,000 | D | — | Jan 18, 2020 | Class B Common Stock | 5,000 | 416,666 | D |
| Class B Common StockF8 | — | May 23, 2017 | M | 5,000 | A | — | — | Class A Common Stock | 5,000 | 5,000 | D |
| Class B Common StockF8 | — | May 23, 2017 | C | 5,000 | D | — | — | Class A Common Stock | 5,000 | 0 | D |
| Class B Common StockF4,F8 | — | May 23, 2017 | C | 15,000 | D | — | — | Class A Common Stock | 15,000 | 6,294,773 | I |
| Stock Option (right to buy)F7 | $1.10 | May 24, 2017 | M | 5,000 | D | — | Jan 18, 2020 | Class B Common Stock | 5,000 | 411,666 | D |
| Class B Common StockF8 | — | May 24, 2017 | M | 5,000 | A | — | — | Class A Common Stock | 5,000 | 5,000 | D |
| Class B Common StockF8 | — | May 24, 2017 | C | 5,000 | D | — | — | Class A Common Stock | 5,000 | 0 | D |
| Class B Common StockF4,F8 | — | May 24, 2017 | C | 15,000 | D | — | — | Class A Common Stock | 15,000 | 6,279,773 | I |
| Class B Common StockF4,F8 | — | holding | — | — | — | — | — | Class A Common Stock | 7,200 | 7,200 | I |
| Class B Common StockF4,F8 | — | holding | — | — | — | — | — | Class A Common Stock | 7,200 | 7,200 | I |
| Class B Common StockF4,F8 | — | 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.
- F2The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 14, 2016.
- F3Reflects weighted average sale price. Actual sale prices ranged from $33.70 to $34.48 on May 22, 2017. 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.
- F4Vladimir 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.
- F5Reflects weighted average sale price. Actual sale prices ranged from $33.80 to $34.30 on May 23, 2017. 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
- F6Reflects weighted average sale price. Actual sale prices ranged from $33.95 to $34.45 on May, 24, 2017. The 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.
- F7Options are fully vested and exercisable.
- F8Each 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.