Elca Form 4 RingCentral / Sandra Shmunis ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

Shmunis Vladimir

(Last) (First) (Middle)

C/O RINGCENTRAL, INC.

20 DAVIS DRIVE

(Street)

BELMONT CA 94002

(City) (State) (Zip)

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

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
CEO & Chairman

3. Date of Earliest Transaction (Month/Day/Year)
05/09/2016

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

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

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
Class A Common Stock	05/09/2016		C(1)		80,000	A	$0.00	130,000	I	By ELCA Fund I, L.P.(2)
Class A Common Stock								255,466	D

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 Securities Underlying Derivative Security (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: 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
Class B Common Stock	(3)	05/09/2016		C(1)			80,000	(3)	(3)	Class A Common Stock	50,000	$0.00	5,179,565	I	By ELCA Fund I, L.P.(2)
Class B Common Stock	(3)							(3)	(3)	Class A Common Stock	618,680(4)		618,680(4)	D
Class B Common Stock	(3)							(3)	(3)	Class A Common Stock	360,000		360,000	I	By ELCA Fund II, L.P.(2)
Class B Common Stock	(3)							(3)	(3)	Class A Common Stock	360,000		360,000	I	By ELCA Fund III, L.P.(2)
Class B Common Stock	(3)							(3)	(3)	Class A Common Stock	111		111	I	By ELCA, LLC(2)
Class B Common Stock	(3)							(3)	(3)	Class A Common Stock	360,647		690,660	I	By GRAT for Spouse(5)
Class B Common Stock	(3)							(3)	(3)	Class A Common Stock	360,647		690,660	I	By GRAT(6)

1. Name and Address of Reporting Person^*

Shmunis Vladimir

(Last) (First) (Middle)

C/O RINGCENTRAL, INC.

20 DAVIS DRIVE

(Street)

BELMONT CA 94002

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Shmunis Sandra

(Last) (First) (Middle)

C/O RINGCENTRAL, INC.

20 DAVIS DRIVE

(Street)

BELMONT CA 94002

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ELCA Fund I, LP

(Last) (First) (Middle)

C/O RINGCENTRAL, INC.

20 DAVIS DRIVE

(Street)

BELMONT CA 94002

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ELCA, LLC

(Last) (First) (Middle)

C/O RINGCENTRAL, INC.

20 DAVIS DRIVE

(Street)

BELMONT CA 94002

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ELCA Fund II, LP

(Last) (First) (Middle)

C/O RINGCENTRAL, INC.

20 DAVIS DRIVE

(Street)

BELMONT CA 94002

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ELCA Fund III, LP

(Last) (First) (Middle)

C/O RINGCENTRAL, INC.

20 DAVIS DRIVE

(Street)

BELMONT CA 94002

(City) (State) (Zip)

Explanation of Responses:

1. Each Share of Class A Common Stock was issued upon conversion of one share of Class B Common Stock.

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 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.

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 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.

4. Includes shares directly held by reporting person's spouse.

5. 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.

6. 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.

Remarks:

	/s/ Bruce P. Johnson, Attorney-in-fact for Vladimir Shmunis	05/11/2016
	/s/ Bruce P. Johnson, Attorney-in-fact for Sandra Shmunis	05/11/2016
	/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.	05/11/2016
	/s/ Bruce P. Johnson, Attorney-in-fact for Sandra Shmunis, a Managing Member of ELCA, LLC	05/11/2016
	/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.	05/11/2016
	/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.	05/11/2016
	** Signature of Reporting Person	Date
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