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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Khosla Ventures II, L.P.

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

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

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

2128 SAND HILL ROAD

3. Date of Earliest Transaction (Month/Day/Year)
09/26/2013

(Street)

MENLO PARK, CA 94025

4. If Amendment, Date 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

(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)
Common Stock ⁽¹⁾	09/26/2013		C		7,602,954	A	⁽¹⁾	8,007,746	I	See Footnote ⁽²⁾
Common Stock ⁽³⁾	09/26/2013		C		448,435	A	⁽³⁾	8,456,181	I	See Footnote ⁽²⁾
Common Stock ⁽¹⁾	09/26/2013		C		103,525	A	⁽¹⁾	103,525	I	See Footnote ⁽⁴⁾
Common Stock ⁽³⁾	09/26/2013		C		6,128	A	⁽³⁾	109,653	I	See Footnote ⁽⁴⁾
Common Stock ⁽¹⁾	09/26/2013		C		373,387	A	⁽¹⁾	373,387	I	See Footnote ⁽⁵⁾
Common Stock ⁽³⁾	09/26/2013		C		22,101	A	⁽³⁾	395,488	I	See Footnote ⁽⁵⁾
Common Stock ⁽⁶⁾	09/26/2013		J⁽⁶⁾		8,456,181	D	⁽⁶⁾	0	I	See Footnote ⁽²⁾
Common Stock ⁽⁶⁾	09/26/2013		J⁽⁶⁾		109,653	D	⁽⁶⁾	0	I	See Footnote ⁽⁴⁾
Common Stock ⁽⁶⁾	09/26/2013		J⁽⁶⁾		395,488	D	⁽⁶⁾	0	I	See Footnote ⁽⁵⁾

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

Series A Preferred Stock

⁽¹⁾

09/26/2013

7,602,954

⁽¹⁾

Common Stock

7,602,954

$ 0

See Footnote ⁽²⁾

Series A Preferred Stock

⁽¹⁾

09/26/2013

103,525

⁽¹⁾

Common Stock

103,525

$ 0

See Footnote ⁽⁴⁾

Series A Preferred Stock

⁽¹⁾

09/26/2013

373,387

⁽¹⁾

Common Stock

373,387

$ 0

See Footnote ⁽⁵⁾

Series B Preferred Stock

⁽³⁾

09/26/2013

448,435

⁽³⁾

Common Stock

448,435

$ 0

See Footnote ⁽²⁾

Series B Preferred Stock

⁽³⁾

09/26/2013

6,128

⁽³⁾

Common Stock

6,128

$ 0

See Footnote ⁽⁴⁾

Series B Preferred Stock

⁽³⁾

09/26/2013

22,101

⁽³⁾

Common Stock

22,101

$ 0

See Footnote ⁽⁵⁾

Class B Common Stock

⁽⁷⁾

09/26/2013

J⁽⁶⁾

8,456,181

⁽⁷⁾

Class A Common Stock

8,456,181

$ 0

8,456,181

See Footnote ⁽²⁾

Class B Common Stock

⁽⁷⁾

09/26/2013

J⁽⁶⁾

109,653

⁽⁷⁾

Class A Common Stock

109,653

$ 0

109,653

See Footnote ⁽⁴⁾

Class B Common Stock

⁽⁷⁾

09/26/2013

J⁽⁶⁾

395,488

⁽⁷⁾

Class A Common Stock

395,488

$ 0

395,488

See Footnote ⁽⁵⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Khosla Ventures II, L.P. 2128 SAND HILL ROAD MENLO PARK, CA 94025		X
Khosla Ventures Associates II, LLC 2128 SAND HILL ROAD MENLO PARK, CA 94025		X
VK Services, LLC 2128 SAND HILL ROAD MENLO PARK, CA 94025		X
KHOSLA VINOD 2128 SAND HILL ROAD MENLO PARK, CA 94025		X

Signatures

/s/ Kimberly Totah, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC, in its capacity as Manager of Khosla Ventures Associates II, LLC, in its capacity as general partner of Khosla Ventures II, L.P.		09/30/2013
^**Signature of Reporting Person		Date
/s/ Kimberly Totah, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC, in its capacity as Manager of Khosla Ventures Associates II, LLC		09/30/2013
^**Signature of Reporting Person		Date
/s/ Kimberly Totah, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC		09/30/2013
^**Signature of Reporting Person		Date
/s/ Kimberly Totah, as attorney in fact for Vinod Khosla		09/30/2013
^**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)	The Series A Preferred Stock automatically converted into Common Stock on a 1:1 basis upon the effectiveness of the Issuer's registration statement registering Class A Common Stock, and had no expiration date.
(2)	Consists of securities held of record by Khosla Ventures II, L.P. ("KV II"). Each of (i) Khosla Ventures Associates II, LLC ("KVA II"), which is the general partner of KV II, (ii) VK Services, LLC ("VK Services"), which is the manager of KVA II, and (iii) Vinod Khosla, who is the managing member of VK Services, may be deemed to possess voting and investment control over such shares, and each of KVA II, VK Services and Vinod Khosla may be deemed to have indirect beneficial ownership of such shares. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.
(3)	The Series B Preferred Stock automatically converted into Common Stock on a 1:1 basis upon the effectiveness of the Issuer's registration statement registering Class A Common Stock, and had no expiration date.
(4)	Consists of securities held of record by VK Services. Vinod Khosla may be deemed to possess voting and investment control over such shares, and Vinod Khosla may be deemed to have indirect beneficial ownership of such shares. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.
(5)	Consists of securities that were originally purchased by KV II and then distributed by KV II to KVA II, which in turn distributed such securities to members and affiliates of members of KVA II (the "Distributed Securities"). KVA II continues to possess voting and investment control over the Distributed Securities. Each of KVA II, VK Services and Vinod Khosla may be deemed to possess voting and investment control over such shares, and each of KVA II, VK Services and Vinod Khosla may be deemed to have indirect beneficial ownership of such shares. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.
(6)	Pursuant to a reclassification exempt under Rule 16b-7, each share of Common Stock automatically converted into one share of Class B Common Stock on September 26, 2013.
(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 shares (subject to certain exceptions), or (ii) the death of a natural person holding such share. 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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