SEC FORM 4

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^*

Nada Hany

(Last)

(First)

(Middle)

C/O GGV CAPITAL

2494 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
VOCERA COMMUNICATIONS, INC. [ VCRA ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
04/02/2012

4. If Amendment, Date of 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

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	04/02/2012		C		20,478	A	⁽¹⁾	20,478	I	By Granite Global Ventures, L.P.⁽²⁾
Common Stock	04/02/2012		C		1,198,469	A	⁽¹⁾	1,198,469	I	By Granite Global Ventures (Q.P.) L.P.⁽³⁾
Common Stock	04/02/2012		C		922	A	⁽¹⁾	21,400	I	By Granite Global Ventures, L.P.⁽²⁾
Common Stock	04/02/2012		C		53,988	A	⁽¹⁾	1,252,457	I	By Granite Global Ventures (Q.P.) L.P.⁽³⁾
Common Stock	04/02/2012		C		6,013	A	⁽¹⁾	27,413	I	By Granite Global Ventures, L.P.⁽²⁾
Common Stock	04/02/2012		C		351,914	A	⁽¹⁾	1,604,371	I	By Granite Global Ventures (Q.P.) L.P.⁽³⁾
Common Stock	04/02/2012		X		3,633	A	$17.78	31,046	I	By Granite Global Ventures, L.P.⁽²⁾
Common Stock	04/02/2012		X		212,601	A	$17.78	1,816,972	I	By Granite Global Ventures (Q.P.) L.P.⁽³⁾

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)
Series D Convertible Preferred Stock	⁽¹⁾	04/02/2012		C			20,478	⁽¹⁾	⁽¹⁾	Common Stock	20,478	⁽¹⁾	0	I	By Granite Global Ventures L.P.⁽²⁾
Series D Convertible Preferred Stock	⁽¹⁾	04/02/2012		C			1,198,469	⁽¹⁾	⁽¹⁾	Common Stock	1,198,469	⁽¹⁾	0	I	By Granite Global Ventures (Q.P.) L.P.⁽³⁾
Series E Convertible Preferred Stock	⁽¹⁾	04/02/2012		C			922	⁽¹⁾	⁽¹⁾	Common Stock	922	⁽¹⁾	0	I	By Granite Global Ventures L.P.⁽²⁾
Series E Convertible Preferred Stock	⁽¹⁾	04/02/2012		C			53,988	⁽¹⁾	⁽¹⁾	Common Stock	53,988	⁽¹⁾	0	I	By Granite Global Ventures (Q.P.) L.P.⁽³⁾
Series F Convertible Preferred Stock	⁽¹⁾	04/02/2012		C			6,013	⁽¹⁾	⁽¹⁾	Common Stock	6,013	⁽¹⁾	0	I	By Granite Global Ventures L.P.⁽²⁾
Series F Convertible Preferred Stock	⁽¹⁾	04/02/2012		C			351,914	⁽¹⁾	⁽¹⁾	Common Stock	351,914	⁽¹⁾	0	I	By Granite Global Ventures (Q.P.) L.P.⁽³⁾
Series E Conv. Pref. Stock Purch. Warrant (Right to Buy)	$6.61	04/02/2012		C			276	⁽⁴⁾	10/19/2015	Series E Convertible Preferred Stock⁽¹⁾	276	⁽¹⁾	0	I	By Granite Global Ventures L.P.⁽²⁾
Common Stock Purchase Warrant (Right to Buy)	$6.61	04/02/2012		C		276		⁽⁴⁾	10/19/2015	Common Stock	276	⁽¹⁾	276	I	By Granite Global Ventures L.P.⁽²⁾
Series E Conv. Pref. Stock Purch. Warrant (Right to Buy)	$6.61	04/02/2012		C			16,196	⁽⁴⁾	10/19/2015	Series E Convertible Preferred Stock⁽¹⁾	16,196	⁽¹⁾	0	I	By Granite Global Ventures (Q.P.) L.P.⁽³⁾
Common Stock Purchase Warrant (Right to Buy)	$6.61	04/02/2012		C		16,196		⁽⁴⁾	10/19/2015	Common Stock	16,196	⁽¹⁾	16,196	I	By Granite Global Ventures (Q.P.) L.P.⁽³⁾
Call Option (Right to Buy)	$17.78	04/02/2012		P		1		04/02/2012	04/03/2012	Common Stock	285,769	$17.78	1	I	By Granite Global Ventures (Q.P.) L.P.⁽³⁾⁽⁵⁾
Call Option (Right to Buy)	$17.78	04/02/2012		P		1		04/02/2012	04/03/2012	Common Stock	4,883	$17.78	1	I	By Granite Global Ventures L.P.⁽²⁾⁽⁵⁾
Put Option (Obligation to Buy)	$17.78	04/02/2012		S			285,769	04/02/2012	04/03/2012	Common Stock	759,248	$17.78	285,769	I	By Granite Global Ventures (Q.P.) L.P.⁽³⁾⁽⁶⁾
Put Option (Obligation to Buy)	$17.78	04/02/2012		S			4,883	04/02/2012	04/03/2012	Common Stock	4,883	$17.78	4,883	I	By Granite Global Ventures L.P.⁽²⁾⁽⁶⁾
Put Option (Obligation to Buy)	$17.78	04/02/2012		X			285,769	04/02/2012	04/03/2012	Common Stock	285,769	$0	0	I	By Granite Global Ventures (Q.P.) L.P.⁽³⁾⁽⁶⁾
Put Option (Obligation to Buy)	$17.78	04/02/2012		X			4,883	04/02/2012	04/03/2012	Common Stock	4,883	$0	0	I	By Granite Global Ventures L.P.⁽²⁾⁽⁶⁾
Stock Option (Right to Buy)	$0.3	04/02/2012		X		41,747		⁽⁴⁾	05/16/2012	Common Stock	41,747	$0	41,747	I	By Granite Global Ventures (Q.P.) L.P.⁽³⁾
Stock Option (Right to Buy)	$0.3	04/02/2012		X		713		⁽⁴⁾	05/16/2012	Common Stock	713	$0	713	I	By Granite Global Ventures L.P.⁽²⁾
Stock Option (Right to Buy)	$1.08	04/02/2012		X		31,421		⁽⁴⁾	01/27/2015	Common Stock	31,421	$0	31,421	I	By Granite Global Ventures (Q.P.) L.P.⁽³⁾
Stock Option (Right to Buy)	$1.08	04/02/2012		X		537		⁽⁴⁾	01/27/2015	Common Stock	537	$0	537	I	By Granite Global Ventures L.P.⁽²⁾

Explanation of Responses:

1. Each share of Series D, Series E and Series F Convertible Preferred Stock is convertible into one share of common stock upon the completion of the Issuer's initial public offering and has no expiration date.

2. The shares are owned by Granite Global Ventures L.P. ("GGV LP"), which is under common control with Granite Global Ventures (Q.P.) L.P. ("QP LP"). Granite Global Ventures L.L.C. (the "General Partner") serves as the general partner of GGV LP and QP LP and possesses power to direct the voting and disposition of the shares owned by GGV LP and QP LP and may be deemed to have indirect beneficial ownership of the shares held by GGV LP and QP LP. The General Partner owns no securities of the Issuer directly. The Reporting Person is a member of the investment committee of the General Partner. As such, the Reporting Person shares voting and investment power over the shares held by GGV LP. The Reporting Person disclaims beneficial ownership of the shares held by GGV LP except to the extent of his proportionate pecuniary interest therein.

3. The shares are owned by QP LP. The Reporting Person is a member of the investment committee of the General Partner. As such, the Reporting Person shares voting and investment power over the shares held by QP LP. The Reporting Person disclaims beneficial ownership of the shares held by QP LP except to the extent of his proportionate pecuniary interest therein.

4. Immediately exercisable.

5. Consists of the option to purchase from Robert Shostak of an aggregate of (i) 212,601shares of Common Stock and options to purchase 73,168 share of Common Stock and (ii) 3,633shares of Common Stock and options to purchase 1,250 share of Common Stock by QP LP and GGV LP, respectively, at a per share price of $17.78 subject to that certain Put and Call Agreement with Dr. Shostak, as amended, as disclosed in the issuer's Form S-1, incorporated herein by reference (the "Put/Call Agreement").

6. Consists of the obligation to purchase from Dr. Shostak of an aggregate of (i) 212,601shares of Common Stock and options to purchase 73,168 share of Common Stock and (ii) 3,633shares of Common Stock and options to purchase 1,250 share of Common Stock by QP LP and GGV LP, respectively, at a per share price of $17.78 subject to the Put/Call Agreement.

	/s/ Hany M. Nada	04/04/2012
	** Signature of Reporting Person	Date
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