SEC Form 4 · accession 0001209191-18-012779
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 20, 2018
Accepted (ET)
Feb 22, 2018 · 8:48 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 | Feb 20, 2018 | C | 8,018 | $0.00 | A | 300,154 | D | |
| Class A Common StockF3 | Feb 20, 2018 | S | 4,111 | $62.92 | D | 296,043 | D | |
| Class A Common StockF4 | Feb 20, 2018 | S | 8,384 | $64.33 | D | 287,659 | D | |
| Class A Common StockF5 | Feb 20, 2018 | S | 23,763 | $65.03 | D | 263,896 | D | |
| Class A Common Stock | Feb 20, 2018 | S | 214 | $65.70 | D | 263,682 | D | |
| Class A Common Stock | Feb 21, 2018 | C | 8,018 | $0.00 | A | 271,700 | D | |
| Class A Common StockF6 | Feb 21, 2018 | S | 5,718 | $62.80 | D | 265,982 | D | |
| Class A Common StockF7 | Feb 21, 2018 | S | 1,600 | $63.42 | D | 264,382 | D | |
| Class A Common StockF8 | Feb 21, 2018 | S | 700 | $64.50 | D | 263,682 | D | |
| Class A Common Stock | Feb 22, 2018 | C | 8,019 | $0.00 | A | 271,701 | D | |
| Class A Common StockF9 | Feb 22, 2018 | S | 7,719 | $62.43 | D | 263,982 | D | |
| Class A Common StockF10 | Feb 22, 2018 | S | 300 | $62.87 | D | 263,682 | 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)F11 | $1.10 | Feb 20, 2018 | M | 8,018 | D | — | Jan 18, 2020 | Class B Common Stock | 8,018 | 280,648 | D |
| Class B Common StockF12 | — | Feb 20, 2018 | M | 8,018 | A | — | — | Class A Common Stock | 8,018 | 8,018 | D |
| Class B Common StockF12 | — | Feb 20, 2018 | C | 8,018 | D | — | — | Class A Common Stock | 8,018 | 0 | D |
| Stock Option (right to buy)F11 | $1.10 | Feb 21, 2018 | M | 8,018 | D | — | Jan 18, 2020 | Class B Common Stock | 8,018 | 272,630 | D |
| Class B Common StockF12 | — | Feb 21, 2018 | M | 8,018 | A | — | — | Class A Common Stock | 8,018 | 8,018 | D |
| Class B Common StockF12 | — | Feb 21, 2018 | C | 8,018 | D | — | — | Class A Common Stock | 8,018 | 0 | D |
| Stock Option (right to buy)F11 | $1.10 | Feb 22, 2018 | M | 8,019 | D | — | Jan 18, 2020 | Class B Common Stock | 8,019 | 264,611 | D |
| Class B Common StockF12 | — | Feb 22, 2018 | M | 8,019 | A | — | — | Class A Common Stock | 8,019 | 8,019 | D |
| Class B Common StockF12 | — | Feb 22, 2018 | C | 8,019 | D | — | — | Class A Common Stock | 8,019 | 0 | D |
| Class B Common StockF13,F12 | — | holding | — | — | — | — | — | Class A Common Stock | 5,893,107 | 5,893,107 | I |
| Class B Common StockF13,F12 | — | holding | — | — | — | — | — | Class A Common Stock | 7,200 | 7,200 | I |
| Class B Common StockF13,F12 | — | holding | — | — | — | — | — | Class A Common Stock | 7,200 | 7,200 | I |
| Class B Common StockF13,F12 | — | 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.
- F10Reflects weighted average sale price. Actual sale prices ranged from $62.85 to $62.90 on February 22, 2018. 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.
- F11Options are fully vested and exercisable.
- F12Each 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.
- F13Vladimir 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.
- 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, 2017.
- F3Reflects weighted average sale price. Actual sale prices ranged from $62.60 to $63.55 on February 20, 2018. 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.
- F4Reflects weighted average sale price. Actual sale prices ranged from $63.65 to $64.60 on February 20, 2018. 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.
- F5Reflects weighted average sale price. Actual sale prices ranged from $64.65 to $65.60 on February 20, 2018. 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.
- F6Reflects weighted average sale price. Actual sale prices ranged from $62.20 to $63.15 on February 21, 2018. 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.
- F7Reflects weighted average sale price. Actual sale prices ranged from $63.20 to $63.80 on February 21, 2018. 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.
- F8Reflects weighted average sale price. Actual sale prices ranged from $64.25 to $64.80 on February 21, 2018. 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.
- F9Reflects weighted average sale price. Actual sale prices ranged from $61.85 to $62.80 on February 22, 2018. 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.