|
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 |
|
| |||||||||||||||||||||||||||||||||||||||||||||||||
|
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) |
||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (right to buy) | $ 1.1 | 06/01/2016 | M | 10,000 | (4) | 01/18/2020 | Class B Common Stock | 10,000 | $ 0 | 456,666 | D | ||||
Class B Common Stock | (5) | 06/01/2016 | M | 10,000 | (5) | (5) | Class A Common Stock | 10,000 | $ 1.1 | 628,680 (6) | D | ||||
Class B Common Stock | (5) | 06/01/2016 | C(1) | 10,000 | (5) | (5) | Class A Common Stock | 10,000 | $ 0 | 618,680 (6) | D | ||||
Class B Common Stock | (5) | (5) | (5) | Class A Common Stock | 5,179,565 | 5,179,565 | I | By ELCA Fund I, L.P. (3) | |||||||
Class B Common Stock | (5) | (5) | (5) | Class A Common Stock | 360,000 | 360,000 | I | By ELCA Fund II, L.P. (3) | |||||||
Class B Common Stock | (5) | (5) | (5) | Class A Common Stock | 360,000 | 360,000 | I | By ELCA Fund III, L.P. (3) | |||||||
Class B Common Stock | (5) | (5) | (5) | Class A Common Stock | 111 | 111 | I | By ELCA, LLC (3) | |||||||
Class B Common Stock | (5) | (5) | (5) | Class A Common Stock | 690,660 | 690,660 | I | By GRAT for Spouse (7) | |||||||
Class B Common Stock | (5) | (5) | (5) | Class A Common Stock | 690,660 | 690,660 | I | By GRAT (8) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Shmunis Vladimir C/O RINGCENTRAL, INC. 20 DAVIS DRIVE BELMONT, CA 94002 |
X | X | CEO & Chairman | |
Shmunis Sandra C/O RINGCENTRAL, INC. 20 DAVIS DRIVE BELMONT, CA 94002 |
X | |||
ELCA Fund I, LP C/O RINGCENTRAL, INC. 20 DAVIS DRIVE BELMONT, CA 94002 |
X | |||
ELCA, LLC C/O RINGCENTRAL, INC. 20 DAVIS DRIVE BELMONT, CA 94002 |
X | |||
ELCA Fund II, LP C/O RINGCENTRAL, INC. 20 DAVIS DRIVE BELMONT, CA 94002 |
X | |||
ELCA Fund III, LP C/O RINGCENTRAL, INC. 20 DAVIS DRIVE BELMONT, CA 94002 |
X |
/s/ Bruce P. Johnson, Attorney-in-fact for Vladimir Shmunis | 06/02/2016 | |
**Signature of Reporting Person | Date | |
/s/ Bruce P. Johnson, Attorney-in-fact for Sandra Shmunis | 06/02/2016 | |
**Signature of Reporting Person | Date | |
/s/ Bruce P. Johnson, Attorney-in-fact for Sandra Shmunis, a Managing Member of ELCA, LLC, the General Partners of ELCA Fund I, L.P. | 06/02/2016 | |
**Signature of Reporting Person | Date | |
/s/ Bruce P. Johnson, Attorney-in-fact for Sandra Shmunis, a Managing Member of ELCA, LLC | 06/02/2016 | |
**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. | 06/02/2016 | |
**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. | 06/02/2016 | |
**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) | Each Share of Class A Common Stock was issued upon conversion of one share of Class B Common Stock. |
(2) | The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 14, 2015. |
(3) | 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 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., 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. |
(4) | Options are fully vested and exercisable. |
(5) | 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 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. |
(6) | Includes shares directly held by reporting person's spouse. |
(7) | These shares are held by a grantor retained annuity trust for the benefit of Mrs. Shmunis as annuitant. Mr. Shmunis and Mrs. Shmunis are co-trustees of the trust, and may be deemed to share voting and dispositive power with respect to the shares. |
(8) | These shares are held by a grantor retained annuity trust for the benefit of Mr. Shmunis as annuitant. Mr. Shmunis and Mrs. Shmunis are co-trustees of the trust, and may be deemed to share voting and dispositive power with respect to the shares. |