ELCA Fund III Form 4 RingCentral / Vladimir 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

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)
10/14/2019

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)
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	10/14/2019		C⁽¹⁾		37,500	A	$0.00	265,833	D
Class A Common Stock	10/14/2019		S⁽²⁾		3,571	D	$172.92⁽³⁾	262,262	D
Class A Common Stock	10/14/2019		S⁽²⁾		3,302	D	$173.87⁽⁴⁾	258,960	D
Class A Common Stock	10/14/2019		S⁽²⁾		17,140	D	$174.87⁽⁵⁾	241,820	D
Class A Common Stock	10/14/2019		S⁽²⁾		7,381	D	$175.99⁽⁶⁾	234,439	D
Class A Common Stock	10/14/2019		S⁽²⁾		6,106	D	$176.64⁽⁷⁾	228,333	D
Class A Common Stock	10/15/2019		C⁽¹⁾		25,000	A	$0.00	253,333	D
Class A Common Stock	10/15/2019		S⁽²⁾		3,800	D	$174.29⁽⁸⁾	249,533	D
Class A Common Stock	10/15/2019		S⁽²⁾		5,505	D	$175.2⁽⁹⁾	244,028	D
Class A Common Stock	10/15/2019		S⁽²⁾		14,447	D	$176.33⁽¹⁰⁾	229,581	D
Class A Common Stock	10/15/2019		S⁽²⁾		1,248	D	$176.99⁽¹¹⁾	228,333	D
Class A Common Stock	10/16/2019		C⁽¹⁾		25,000	A	$0.00	253,333	D
Class A Common Stock	10/16/2019		S⁽²⁾		3,100	D	$165.56⁽¹²⁾	250,233	D
Class A Common Stock	10/16/2019		S⁽²⁾		5,000	D	$166.56⁽¹³⁾	245,233	D
Class A Common Stock	10/16/2019		S⁽²⁾		2,500	D	$167.52⁽¹⁴⁾	242,733	D
Class A Common Stock	10/16/2019		S⁽²⁾		4,534	D	$168.69⁽¹⁵⁾	238,199	D
Class A Common Stock	10/16/2019		S⁽²⁾		3,300	D	$169.58⁽¹⁶⁾	234,899	D
Class A Common Stock	10/16/2019		S⁽²⁾		5,666	D	$170.74⁽¹⁷⁾	229,233	D
Class A Common Stock	10/16/2019		S⁽²⁾		700	D	$171.37⁽¹⁸⁾	228,533	D
Class A Common Stock	10/16/2019		S⁽²⁾		200	D	$172.58	228,333	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$6.78	10/14/2019		M			37,500	⁽¹⁹⁾	09/25/2022	Class B Common Stock	37,500	$0.00	275,000	D
Class B Common Stock	⁽²⁰⁾	10/14/2019		M		37,500		⁽²⁰⁾	⁽²⁰⁾	Class A Common Stock	37,500	$0.00	37,500	D
Class B Common Stock	⁽²⁰⁾	10/14/2019		C			37,500	⁽²⁰⁾	⁽²⁰⁾	Class A Common Stock	37,500	$0.00	0	D
Stock Option (right to buy)	$6.78	10/15/2019		M			25,000	⁽¹⁹⁾	09/25/2022	Class B Common Stock	25,000	$0.00	250,000	D
Class B Common Stock	⁽²⁰⁾	10/15/2019		M		25,000		⁽²⁰⁾	⁽²⁰⁾	Class A Common Stock	25,000	$0.00	25,000	D
Class B Common Stock	⁽²⁰⁾	10/15/2019		C			25,000	⁽²⁰⁾	⁽²⁰⁾	Class A Common Stock	25,000	$0.00	0	D
Stock Option (right to buy)	$6.78	10/16/2019		M			25,000	⁽¹⁹⁾	09/25/2022	Class B Common Stock	25,000	$0.00	225,000	D
Class B Common Stock	⁽²⁰⁾	10/16/2019		M		25,000		⁽²⁰⁾	⁽²⁰⁾	Class A Common Stock	25,000	$0.00	25,000	D
Class B Common Stock	⁽²⁰⁾	10/16/2019		C			25,000	⁽²⁰⁾	⁽²⁰⁾	Class A Common Stock	25,000	$0.00	0	D
Class B Common Stock	⁽²⁰⁾							⁽²⁰⁾	⁽²⁰⁾	Class A Common Stock	5,883,107		5,883,107	I	By ELCA Fund I, L.P.⁽²¹⁾
Class B Common Stock	⁽²⁰⁾							⁽²⁰⁾	⁽²⁰⁾	Class A Common Stock	6,690		6,690	I	By ELCA Fund II, L.P.⁽²¹⁾
Class B Common Stock	⁽²⁰⁾							⁽²⁰⁾	⁽²⁰⁾	Class A Common Stock	6,690		6,690	I	By ELCA Fund III, L.P.⁽²¹⁾
Class B Common Stock	⁽²⁰⁾							⁽²⁰⁾	⁽²⁰⁾	Class A Common Stock	621		621	I	By ELCA, LLC⁽²¹⁾
Class B Common Stock	⁽²⁰⁾							⁽²⁰⁾	⁽²⁰⁾	Class A Common Stock	510		510	I	By Trust⁽²²⁾

1. Name and Address of Reporting Person^*

Shmunis Vladimir

(Last)

(First)

(Middle)

C/O RINGCENTRAL, INC.

20 DAVIS DRIVE

(Street)

BELMONT

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

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

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

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

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

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. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 31, 2019.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $172.26 to $173.18, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (3) through (18) to this Form 4.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $173.31 to $174.26, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $174.34 to $175.31, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $175.37 to $176.35, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $176.38 to $177.145, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $173.76 to $174.74, inclusive.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $174.83 to $175.76, inclusive.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $175.90 to $176.89, inclusive.

11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $176.90 to $177.19, inclusive.

12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $164.96 to $165.95, inclusive.

13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $166.07 to $167.02, inclusive.

14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $167.08 to $168.06, inclusive.

15. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $168.155 to $169.14, inclusive.

16. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $169.23 to $170.08, inclusive.

17. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $170.26 to $171.24, inclusive.

18. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $171.35 to $171.415, inclusive.

19. Shares subject to the option are fully vested and immediately exercisable.

20. 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.

21. 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., and certain of the shares held by 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.

22. Shares are held by the Shmunis Revocable Trust dated June 9, 1998, as amended, for which Vladimir Shmunis and Sandra Shmunis are trustees and beneficiaries.

Remarks:

	/s/ Bruce P. Johnson, attorney-in-fact for Vladimir Shmunis	10/16/2019
	/s/ Bruce P. Johnson, attorney-in-fact for Sandra Shmunis	10/16/2019
	/s/ Bruce P. Johnson, attorney-in-fact for Sandra Shmunis, a Managing Member of ELCA, LLC, the General Partner of ELCA Fund I, L.P.	10/16/2019
	/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.	10/16/2019
	/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.	10/16/2019
	/s/ Bruce P. Johnson, attorney-in-fact for Sandra Shmunis, a Managing Member of ELCA, LLC	10/16/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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ELCA Fund III Form 4RingCentral / Vladimir Shmunis ownership change