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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Class B Common Stock (1) | (3) (4) | 09/26/2013 | J(1) | 8,346,231 | (3)(4) | (3)(4) | Class A Common Stock | 8,346,231 | $ 0 | 8,346,231 | I | By ELCA Fund I, LP (2) | |||
Class B Common Stock (1) | (3) (4) | 09/26/2013 | J(1) | 410,000 | (3)(4) | (3)(4) | Class A Common Stock | 410,000 | $ 0 | 410,000 | I | By ELCA Fund II, LP (2) | |||
Class B Common Stock (1) | (3) (4) | 09/26/2013 | J(1) | 410,000 | (3)(4) | (3)(4) | Class A Common Stock | 410,000 | $ 0 | 410,000 | I | By ELCA Fund III, LP (2) | |||
Class B Common Stock (1) | (3) (4) | 09/26/2013 | J(1) | 111 | (3)(4) | (3)(4) | Class A Common Stock | 111 | $ 0 | 111 | I | By ELCA, LLC (2) | |||
Stock Option (Right to Buy) | $ 1.1 | 09/26/2013 | J(5) | 1,000,000 | (6) | 01/19/2020 | Common Stock | 1,000,000 | $ 0 | 0 | D | ||||
Stock Option (Right to Buy) | $ 1.1 | 09/26/2013 | J(5) | 1,000,000 | (6) | 01/19/2020 | Class B Common Stock | 1,000,000 | $ 0 | 1,000,000 | D | ||||
Stock Option (Right to Buy) | $ 6.78 | 09/26/2013 | J(5) | 890,000 | 01/31/2013(7) | 09/26/2022 | Common Stock | 890,000 | $ 0 | 0 | D | ||||
Stock Option (Right to Buy) | $ 6.78 | 09/26/2013 | J(5) | 890,000 | 01/31/2013(7) | 09/26/2022 | Class B Common Stock | 890,000 | $ 0 | 890,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Shmunis Vladimir C/O RINGCENTRAL, INC. 1400 FASHION ISLAND BLVD, 7TH FLOOR SAN MATEO, CA 94404 |
X | X | CEO and Chairman |
/s/ Bruce P. Johnson, Attorney-in-fact for Vladimir Shmunis | 09/30/2013 | |
**Signature of Reporting Person | Date | |
/s/ Bruce P. Johnson, Attorney-in-fact for Sandra Shmunis | 09/30/2013 | |
**Signature of Reporting Person | Date | |
/s/ Bruce P. Johnson, Attorney-in-fact for Sandra Shmunis, a Managing Member of ELCA, LLC | 09/30/2013 | |
**Signature of Reporting Person | Date | |
/s/ Bruce P. Johnson, Attorney-in-fact for Sandra Shmunis, a Managing Member of ELCA, LLC, the General Partner of ELCA Fund I, L.P. | 09/30/2013 | |
**Signature of Reporting Person | Date | |
/s/ Bruce P. Johnson, Attorney-in-fact for Sandra Shmunis, a Managing Member of ELCA, LLC, the General Partner of ELCA Fund II, L.P. | 09/30/2013 | |
**Signature of Reporting Person | Date | |
/s/ Bruce P. Johnson, Attorney-in-fact for Sandra Shmunis, a Managing Member of ELCA, LLC, the General Partner of ELCA Fund III, L.P. | 09/30/2013 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Pursuant to a reclassification exempt under Rule 16b-7, each share of Common Stock automatically converted into one share of Class B Common Stock on September 26, 2013. |
(2) | Vladimir 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 these relationships, 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., 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. |
(3) | Each 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 death of a natural person holding such share. |
(4) | In addition, each share of Class B Common Stock outstanding will convert automatically into one share of Class A Common stock upon (i) the date specified by the holders of at least 67% of the outstanding shares of Class B Common Stock, (ii) the date on which the number of outstanding shares of Class B Common Stock represents less than 10% of the aggregate combined number of outstanding shares of Class A Common Stock and Class B Common Stock or (iii) the seven-year anniversary of the closing date of the Issuer's initial public offering (subject to certain exceptions). |
(5) | Pursuant to a reclassification exempt under Rule 16b-7, each share of Common Stock underlying the reported option automatically converted into one share of Class B Common Stock on September 26, 2013. |
(6) | 25% of the shares subject to the option vested on each of 1/1/2011, 1/1/2012 and 1/1/2013, and the remaining 25% of the shares vest on 1/1/2014. |
(7) | The option was immediately exerciseable on date of grant. 1/36th of the shares subject to the option vested on 1/31/2013, and 1/36th of the shares vest each month thereafter over the following 35 months. |