SEC Form 4 · accession 0001209191-19-014813
RingCentral, Inc. · RNG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John H Marlow
Officer — SVP, CAO & General Counsel
Period of report
Feb 27, 2019
Accepted (ET)
Feb 28, 2019 · 8:53 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 StockF2 | Feb 27, 2019 | S | 10,887 | $105.15 | D | 121,245 | D | |
| Class A Common StockF3 | Feb 27, 2019 | S | 8,387 | $105.64 | D | 112,858 | D | |
| Class A Common Stock | Feb 28, 2019 | C | 2,101 | $0.00 | A | 114,959 | D | |
| Class A Common StockF5 | Feb 28, 2019 | S | 7,218 | $105.16 | D | 107,741 | D | |
| Class A Common StockF6 | Feb 28, 2019 | S | 6,282 | $105.71 | D | 101,459 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Options (right to buy)F7 | $2.73 | Feb 28, 2019 | M | 2,101 | D | — | Mar 2, 2022 | Class B Common Stock | 2,101 | 112,899 | D |
| Class B Common StockF8 | — | Feb 28, 2019 | M | 2,101 | A | — | — | Class A Common Stock | 2,101 | 325,935 | D |
| Class B Common StockF8 | — | Feb 28, 2019 | C | 2,101 | D | — | — | Class A Common Stock | 2,101 | 323,834 | D |
| Class B Common StockF9,F8 | — | holding | — | — | — | — | — | Class A Common Stock | 12,500 | 12,500 | I |
| Class B Common StockF9,F8 | — | holding | — | — | — | — | — | Class A Common Stock | 12,500 | 12,500 | I |
Explanation of responses
- F1The 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.
- F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $104.55 to $105.53, 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 (2), (3), (5)and (6) to this Form 4.
- F3The price reported in Column 4 is weighted average price. These shares were sold in multiple transactions at prices ranging from $105.55 to $105.88, inclusive.
- F4Each Share of Class A Common Stock was issued upon conversion of one share of Class B Common Stock.
- F5The price reported in Column 4 is weighted average price. These shares were sold in multiple transactions at prices ranging from $104.45 to $105.44, inclusive.
- F6The price reported in Column 4 is weighted average price. These shares were sold in multiple transactions at prices ranging from $105.45 to $106.11, inclusive.
- F7Options were 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.
- F9Shares held in a trust for the benefit of the Reporting Person's children. The Reporting Person and his spouse are co-trustees of this trust.