SEC Form 4 · accession 0001209191-18-032769
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 21, 2018
Accepted (ET)
May 23, 2018 · 7:40 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 21, 2018 | C | 8,019 | $0.00 | A | 379,848 | D | |
| Class A Common StockF3 | May 21, 2018 | S | 26,614 | $74.69 | D | 353,234 | D | |
| Class A Common StockF4 | May 21, 2018 | S | 15,236 | $75.70 | D | 337,998 | D | |
| Class A Common StockF5 | May 21, 2018 | S | 4,200 | $76.89 | D | 333,798 | D | |
| Class A Common Stock | May 22, 2018 | C | 8,018 | $0.00 | A | 341,816 | D | |
| Class A Common StockF6 | May 22, 2018 | S | 7,518 | $73.03 | D | 334,298 | D | |
| Class A Common StockF7 | May 22, 2018 | S | 500 | $73.89 | D | 333,798 | D | |
| Class A Common Stock | May 23, 2018 | C | 8,019 | $0.00 | A | 341,817 | D | |
| Class A Common StockF8 | May 23, 2018 | S | 8,019 | $72.44 | D | 333,798 | 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)F9 | $1.10 | May 21, 2018 | M | 8,019 | D | — | Jan 18, 2020 | Class B Common Stock | 8,019 | 208,482 | D |
| Class B Common StockF10 | — | May 21, 2018 | M | 8,019 | A | — | — | Class A Common Stock | 8,019 | 8,019 | D |
| Class B Common StockF10 | — | May 21, 2018 | C | 8,019 | D | — | — | Class A Common Stock | 8,019 | 0 | D |
| Stock Option (right to buy)F9 | $1.10 | May 22, 2018 | M | 8,018 | D | — | Jan 18, 2020 | Class B Common Stock | 8,018 | 200,464 | D |
| Class B Common StockF10 | — | May 22, 2018 | M | 8,018 | A | — | — | Class A Common Stock | 8,018 | 8,018 | D |
| Class B Common StockF10 | — | May 22, 2018 | C | 8,018 | D | — | — | Class A Common Stock | 8,018 | 0 | D |
| Stock Option (right to buy)F9 | $1.10 | May 23, 2018 | M | 8,019 | D | — | Jan 18, 2020 | Class B Common Stock | 8,019 | 192,445 | D |
| Class B Common StockF10 | — | May 23, 2018 | M | 8,019 | A | — | — | Class A Common Stock | 8,019 | 8,019 | D |
| Class B Common StockF10 | — | May 23, 2018 | C | 8,019 | D | — | — | Class A Common Stock | 8,019 | 0 | D |
| Class B Common StockF11,F10 | — | holding | — | — | — | — | — | Class A Common Stock | 5,893,107 | 5,893,107 | I |
| Class B Common StockF11,F10 | — | holding | — | — | — | — | — | Class A Common Stock | 7,200 | 7,200 | I |
| Class B Common StockF11,F10 | — | holding | — | — | — | — | — | Class A Common Stock | 7,200 | 7,200 | I |
| Class B Common StockF11,F10 | — | 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.
- F10Each 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.
- F11Vladimir 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 $74.35 to $75.30 on May 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.
- F4Reflects weighted average sale price. Actual sale prices ranged from $75.35 to $76.30 on May 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.
- F5Reflects weighted average sale price. Actual sale prices ranged from $76.35 to $77.15 on May 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.
- F6Reflects weighted average sale price. Actual sale prices ranged from $72.70 to $73.65 on May 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.
- F7Reflects weighted average sale price. Actual sale prices ranged from $73.70 to $74.10 on May 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.
- F8Reflects weighted average sale price. Actual sale prices ranged from $72.05 to $72.80 on May 23, 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.
- F9Options are fully vested and exercisable.