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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Shah Praful

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, Strategy

(Last)

(First)

(Middle)

C/O RINGCENTRAL, INC., 1400 FASHION ISLAND BLVD, 7TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
11/14/2014

(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)
Class A Common Stock	11/14/2014		C⁽¹⁾		444,522	A	$ 0	477,595 ⁽²⁾	D
Class A Common Stock	11/17/2014		S⁽³⁾		416	D	$ 11.85 ⁽⁴⁾	477,179	D
Class A Common Stock	11/18/2014		S⁽³⁾		416	D	$ 11.53 ⁽⁵⁾	476,763	D
Class A Common Stock	11/14/2014		C⁽¹⁾		40,239	A	$ 0	40,239	I	By Trust ⁽⁶⁾
Class A Common Stock	11/17/2014		S⁽³⁾		42	D	$ 11.85 ⁽⁴⁾	40,197	I	By Trust ⁽⁶⁾
Class A Common Stock	11/18/2014		S⁽³⁾		42	D	$ 11.53 ⁽⁵⁾	40,155	I	By Trust ⁽⁶⁾
Class A Common Stock	11/14/2014		C⁽¹⁾		40,239	A	$ 0	40,239	I	By Trust ⁽⁶⁾
Class A Common Stock	11/17/2014		S⁽³⁾		42	D	$ 11.85 ⁽⁴⁾	40,197	I	By Trust ⁽⁶⁾
Class A Common Stock	11/18/2014		S⁽³⁾		42	D	$ 11.53 ⁽⁵⁾	40,155	I	By Trust ⁽⁶⁾

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

⁽⁷⁾ ⁽⁸⁾

11/14/2014

C⁽¹⁾

444,522

⁽⁷⁾⁽⁸⁾

Class A Common Stock

444,522

$ 0

Class B Common Stock

⁽⁷⁾ ⁽⁸⁾

11/14/2014

C⁽¹⁾

40,239

⁽⁷⁾⁽⁸⁾

Class A Common Stock

40,239

$ 0

By Trust ⁽⁶⁾

Class B Common Stock

⁽⁷⁾ ⁽⁸⁾

11/14/2014

C⁽¹⁾

40,239

⁽⁷⁾⁽⁸⁾

Class A Common Stock

40,239

$ 0

By Trust ⁽⁶⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Shah Praful C/O RINGCENTRAL, INC. 1400 FASHION ISLAND BLVD, 7TH FLOOR SAN MATEO, CA 94404			SVP, Strategy

Signatures

/s/ Bruce P. Johnson, Attorney-in-fact for Praful Shah		11/18/2014
^**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)	Each share of Class A Common Stock was issued upon conversion of one share of Class B Common Stock.
(2)	Includes shares acquired under the Issuer's Employee Share Purchase Plan of 3,000 shares on May 12, 2014 and 797 shares on November 10, 2014.
(3)	The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 5, 2014.
(4)	Reflects weighted average sale price. Actual sale prices ranged from $11.78 to $12.08 on November 17, 2014. Filer 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.
(5)	Reflects weighted average sale price. Actual sale prices ranged from $11.50 to $11.71 on November 18, 2014. Filer 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.
(6)	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.
(7)	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.
(8)	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).

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