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 *
STANG ERIC B
  2. Issuer Name and Ticker or Trading Symbol
OOMA INC [OOMA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO and Pres.
(Last)
(First)
(Middle)
C/O OOMA, INC., 525 ALMANOR AVE., SUITE 200
3. Date of Earliest Transaction (Month/Day/Year)
03/14/2018
(Street)

SUNNYVALE, CA 94085
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)
Code V Amount (A) or (D) Price
Common Stock (1) 03/14/2018   A   160,000 A $ 0 414,160 (2) D  
Common Stock 03/15/2018   F   12,660 (3) D $ 11.8 401,500 D  
Common Stock               871,993 (2) I By Eric Stang & Pamela Stang TR UA 09/02/2004 Stang Family Trust (4)
Common Stock               135,121 I By the Stang Family 2014 Grantor Retained Annunity Trust (5)

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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $ 11.75 03/14/2018   A   40,000     (6) 03/14/2028 Common Stock 40,000 $ 0 40,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
STANG ERIC B
C/O OOMA, INC.
525 ALMANOR AVE., SUITE 200
SUNNYVALE, CA 94085
  X     CEO and Pres.  

Signatures

 /s/ Spencer D. Jackson, as attorney-in-fact for Eric B. Stang   03/16/2018
**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) Represent restricted stock units which will vest as follows: 1/8th of the total original number of restricted stock units shall vest on September 15, 2018 and 1/16th of the total original number of restricted stock units shall vest on the same day of every third month thereafter.
(2) 12,340 fully vested shares, which vested on March 15, 2018 from restricted stock units granted on March 10, 2016 and March 13, 2017, were moved to the Trust (as defined in Footnote 4).
(3) Shares delivered by Reporting Person to Issuer in payment of the withholding tax liability upon vesting of restricted stock units.
(4) Shares held by the Eric Stang & Pamela Stang Trust U/A 09/02/2004 Stang Family Trust (the "Trust"). Voting and investment power over the shares held by the Trust is exercised by the reporting person, as one of the trustees.
(5) Shares held by the Stang Family 2014 Grantor Retained Annuity Trust. Mr. Stang holds sole voting and dispositive power with respect to the shares held of record by this entity.
(6) 1/8th of the shares subject to the option shall vest and become exercisable on September 15, 2018, and 1/16th of the shares subject to the option shall vest and become exercisable on the same day of every third month thereafter.

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