SEC Form 4 · accession 0001209191-19-012785
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, 2019
Accepted (ET)
Feb 22, 2019 · 7:17 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, 2019 | C | 63,564 | $0.00 | A | 329,193 | D | |
| Class A Common StockF3 | Feb 20, 2019 | S | 55,755 | $103.5048 | D | 273,438 | D | |
| Class A Common StockF4 | Feb 20, 2019 | S | 42,835 | $104.2935 | D | 230,603 | D | |
| Class A Common Stock | Feb 21, 2019 | C | 16,900 | $0.00 | A | 247,503 | D | |
| Class A Common StockF5 | Feb 21, 2019 | S | 3,605 | $102.363 | D | 243,898 | D | |
| Class A Common StockF6 | Feb 21, 2019 | S | 5,942 | $103.5055 | D | 237,956 | D | |
| Class A Common StockF7 | Feb 21, 2019 | S | 9,231 | $104.1217 | D | 228,725 | D | |
| Class A Common Stock | Feb 22, 2019 | C | 16,901 | $0.00 | A | 245,626 | D | |
| Class A Common StockF8 | Feb 22, 2019 | S | 7,397 | $105.4788 | D | 238,229 | D | |
| Class A Common StockF9 | Feb 22, 2019 | S | 9,504 | $105.9495 | D | 228,725 | 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)F10 | $1.10 | Feb 20, 2019 | M | 4,677 | D | — | Jan 18, 2020 | Class B Common Stock | 4,677 | 79,521 | D |
| Class B Common StockF11 | — | Feb 20, 2019 | M | 4,677 | A | — | — | Class A Common Stock | 4,677 | 4,677 | D |
| Class B Common StockF11 | — | Feb 20, 2019 | C | 4,677 | D | — | — | Class A Common Stock | 4,677 | 0 | D |
| Stock Option (right to buy)F10 | $6.78 | Feb 20, 2019 | M | 58,887 | D | — | Sep 25, 2022 | Class B Common Stock | 58,887 | 657,781 | D |
| Class B Common StockF11 | — | Feb 20, 2019 | M | 58,887 | A | — | — | Class A Common Stock | 58,887 | 58,887 | D |
| Class B Common StockF11 | — | Feb 20, 2019 | C | 58,887 | D | — | — | Class A Common Stock | 58,887 | 0 | D |
| Stock Option (right to buy)F10 | $1.10 | Feb 21, 2019 | M | 4,677 | D | — | Jan 18, 2020 | Class B Common Stock | 4,677 | 74,844 | D |
| Class B Common StockF11 | — | Feb 21, 2019 | M | 4,677 | A | — | — | Class A Common Stock | 4,677 | 4,677 | D |
| Class B Common StockF11 | — | Feb 21, 2019 | C | 4,677 | D | — | — | Class A Common Stock | 4,677 | 0 | D |
| Stock Option (right to buy)F10 | $6.78 | Feb 21, 2019 | M | 12,223 | D | — | Sep 25, 2022 | Class B Common Stock | 12,223 | 645,558 | D |
| Class B Common StockF11 | — | Feb 21, 2019 | M | 12,223 | A | — | — | Class A Common Stock | 12,223 | 12,223 | D |
| Class B Common StockF11 | — | Feb 21, 2019 | C | 12,223 | D | — | — | Class A Common Stock | 12,223 | 0 | D |
| Stock Option (right to buy)F10 | $1.10 | Feb 22, 2019 | M | 4,678 | D | — | Jan 18, 2020 | Class B Common Stock | 4,678 | 70,166 | D |
| Class B Common StockF11 | — | Feb 22, 2019 | M | 4,678 | A | — | — | Class A Common Stock | 4,678 | 4,678 | D |
| Class B Common StockF11 | — | Feb 22, 2019 | C | 4,678 | D | — | — | Class A Common Stock | 4,678 | 0 | D |
| Stock Option (right to buy)F10 | $6.78 | Feb 22, 2019 | M | 12,223 | D | — | Sep 25, 2022 | Class B Common Stock | 12,223 | 633,335 | D |
| Class B Common StockF11 | — | Feb 22, 2019 | M | 12,223 | A | — | — | Class A Common Stock | 12,223 | 12,223 | D |
| Class B Common StockF11 | — | Feb 22, 2019 | C | 12,223 | D | — | — | Class A Common Stock | 12,223 | 0 | D |
| Class B Common StockF12,F11 | — | holding | — | — | — | — | — | Class A Common Stock | 5,893,107 | 5,893,107 | I |
| Class B Common StockF12,F11 | — | holding | — | — | — | — | — | Class A Common Stock | 7,200 | 7,200 | I |
| Class B Common StockF12,F11 | — | holding | — | — | — | — | — | Class A Common Stock | 7,200 | 7,200 | I |
| Class B Common StockF12,F11 | — | 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.
- F10Shares subject to the option are fully vested and immediately exercisable.
- F11Each 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.
- F12Vladimir 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 June 14, 2018.
- F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $102.83 to $103.82, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (3) through (9) to this Form 4.
- F4The price reported in Column 4 is weighted average price. These shares were sold in multiple transactions at prices ranging from $103.83 to $104.81, inclusive.
- F5The price reported in Column 4 is weighted average price. These shares were sold in multiple transactions at prices ranging from $101.93 to $102.90, inclusive.
- F6The price reported in Column 4 is weighted average price. These shares were sold in multiple transactions at prices ranging from $102.95 to $103.94, inclusive.
- F7The price reported in Column 4 is weighted average price. These shares were sold in multiple transactions at prices ranging from $103.95 to $104.42, inclusive.
- F8The price reported in Column 4 is weighted average price. These shares were sold in multiple transactions at prices ranging from $104.80 to $105.79, inclusive.
- F9The price reported in Column 4 is weighted average price. These shares were sold in multiple transactions at prices ranging from $105.80 to $106.26, inclusive.