Edgar Filing: RingCentral Inc

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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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3235-0287

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January 31, 2005

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Marlow John H

2. Issuer Name and Ticker or Trading Symbol
RingCentral Inc [RNG]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
SVP & General Counsel

(Last)

(First)

(Middle)

1400 FASHION ISLAND BLVD., 7TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
09/26/2013

(Street)

SAN MATEO, CA 94404

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/26/2013		J⁽¹⁾		450,000	D	⁽¹⁾	0	D
Common Stock	09/26/2013		J⁽¹⁾		12,500	D	⁽¹⁾	0	I	By Trust ⁽²⁾
Common Stock	09/26/2013		J⁽¹⁾		12,500	D	⁽¹⁾	0	I	By Trust ⁽²⁾

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)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class B Common Stock

⁽³⁾

09/26/2013

J⁽¹⁾

450,000

⁽³⁾

Class A Common Stock

450,000

$ 0

450,000

Class B Common Stock

⁽³⁾

09/26/2013

J⁽¹⁾

12,500

⁽³⁾

Class A Common Stock

12,500

$ 0

12,500

By Trust ⁽²⁾

Class B Common Stock

⁽³⁾

09/26/2013

J⁽¹⁾

12,500

⁽³⁾

Class A Common Stock

12,500

$ 0

12,500

By Trust ⁽²⁾

Employee Stock Option (right to buy)

$ 0.99

09/26/2013

J⁽⁴⁾

46,573

⁽⁵⁾

04/16/2018

Class B Common Stock

46,573

$ 0

Employee Stock Option (right to buy)

$ 0.99

09/26/2013

J⁽⁴⁾

46,573

⁽⁵⁾

04/16/2018

Class B Common Stock

46,573

$ 0

46,573

Employee Stock Option (right to buy)

$ 0.99

09/26/2013

J⁽⁴⁾

121,550

⁽⁶⁾

02/13/2019

Class B Common Stock

121,550

$ 0

Employee Stock Option (right to buy)

$ 0.99

09/26/2013

J⁽⁴⁾

121,550

⁽⁶⁾

02/13/2019

Class B Common Stock

121,550

$ 0

121,550

Employee Stock Option (right to buy)

$ 2.73

09/26/2013

J⁽⁴⁾

115,000

03/02/2012⁽⁷⁾

03/02/2022

Class B Common Stock

115,000

$ 0

Employee Stock Option (right to buy)

$ 2.73

09/26/2013

J⁽⁴⁾

115,000

03/02/2012⁽⁷⁾

03/02/2022

Class B Common Stock

115,000

$ 0

115,000

Employee Stock Option (right to buy)

$ 10.42

09/26/2013

J⁽⁴⁾

80,000

06/12/2013⁽⁸⁾

06/12/2023

Class B Common Stock

80,000

$ 0

Employee Stock Option (right to buy)

$ 10.42

09/26/2013

J⁽⁴⁾

80,000

06/12/2013⁽⁸⁾

06/12/2023

Class B Common Stock

80,000

$ 0

80,000

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Marlow John H 1400 FASHION ISLAND BLVD., 7TH FLOOR SAN MATEO, CA 94404			SVP & General Counsel

Signatures

/s/ Bruce P. Johnson, Attorney-in-fact		09/30/2013
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	Shares 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.
(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. 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).
(4)	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.
(5)	25% of the shares subject to the option vested on 4/16/2009, and 1/48th of the shares vested each month thereafter over the following 36 months.
(6)	25% of the shares subject to the option vested on 2/13/2010, and 1/48th of the shares vested each month thereafter over the following 36 months.
(7)	The option was immediately exercisable on date of grant. 25% of the shares subject to the option vested on 3/2/2013, and 1/48th of the shares vest each month thereafter over the remaining 36 months.
(8)	The option was immediately exercisable on date of grant. 25% of the shares subject to the option vest on 6/12/2014, and 1/48th of the shares vest each month thereafter over the remaining 36 months.

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