SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Ascher Brian D.

(Last)

(First)

(Middle)

C/O VENROCK

3340 HILLVIEW AVE.

(Street)

PALO ALTO

94304

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/27/2012

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series C Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	2,105,262	⁽¹⁾	I	By Funds⁽²⁾
Series D Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	421,214	⁽³⁾	I	By Funds⁽⁴⁾
Series E Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	113,811	⁽⁵⁾	I	By Funds⁽⁶⁾
Series F Convertible Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	222,317	⁽⁷⁾	I	By Funds⁽⁸⁾
Series E Convertible Pref St Purchase Warrant (right to buy)	⁽⁹⁾	10/19/2015	Series E Convertible Preferred Stock⁽⁵⁾	34,142	$6.61	I	By Funds⁽¹⁰⁾

Explanation of Responses:

1. The Series C Convertible Preferred Stock ("Series C Preferred") is convertible into Common Stock on a one-for-one basis at any time at the holder's election and has no expiration date.

2. Consists of (i) 1,684,210 shares of Series C Preferred held by Venrock Associates III, L.P. ("VA III"), (ii) 378,947 shares of Series C Preferred held by Venrock Associates ("VA"), and (iii) 42,105 shares of Series C Preferred held by Venrock Entrepreneurs Fund III, L.P. ("VEF III"). Venrock Management III, LLC ("VM III") is the general partner of VA III. VEF Management III, LLC ("VEFM") is the general partner of VEF III. VM III and VEFM disclaim beneficial ownership of these securities except to the extent of their pro-rata pecuniary interest therein. Brian D. Ascher is a member of VM III and may be deemed to beneficially own all of the shares held by VA III. Mr. Ascher disclaims beneficial ownership of these shares except to the extent of his indirect pecuniary interest therein.

3. The Series D Convertible Preferred Stock ("Series D Preferred") is convertible into Common Stock on a one-for-one basis at any time at the holder's election and has no expiration date.

4. Consists of (i) 336,972 shares of Series D Preferred held by VA III, (ii) 75,818 shares of Series D Preferred held by VA, and (iii) 8,424 shares of Series D Preferred held by VEF III. VM III is the general partner of VA III. VEFM is the general partner of VEF III. VM III and VEFM disclaim beneficial ownership of these securities except to the extent of their pro-rata pecuniary interest therein. Mr. Ascher is a member of VM III and may be deemed to beneficially own all of the shares held by VA III. Mr. Ascher disclaims beneficial ownership of these shares except to the extent of his indirect pecuniary interest therein.

5. The Series E Convertible Preferred Stock ("Series E Preferred") is convertible into Common Stock on a one-for-one basis at any time at the holder's election and has no expiration date.

6. Consists of (i) 91,049 shares of Series E Preferred held by VA III, (ii) 20,486 shares of Series E Preferred held by VA, and (iii) 2,276 shares of Series E Preferred held by VEF III. VM III is the general partner of VA III. VEFM is the general partner of VEF III. VM III and VEFM disclaim beneficial ownership of these securities except to the extent of their pro-rata pecuniary interest therein. Mr. Ascher is a member of VM III and may be deemed to beneficially own all of the shares held by VA III. Mr. Ascher disclaims beneficial ownership of these shares except to the extent of his indirect pecuniary interest therein.

7. The Series F Convertible Preferred Stock ("Series F Preferred") is convertible into Common Stock on a one-for-one basis at any time at the holder's election and has no expiration date.

8. Consists of (i) 177,854 shares of Series F Preferred held by VA III, (ii) 40,017 shares of Series F Preferred held by VA, and (iii) 4,446 shares of Series F Preferred held by VEF III. VM III is the general partner of VA III. VEFM is the general partner of VEF III. VM III and VEFM disclaim beneficial ownership of these securities except to the extent of their pro-rata pecuniary interest therein. Mr. Ascher is a member of VM III and may be deemed to beneficially own all of the shares held by VA III. Mr. Ascher disclaims beneficial ownership of these shares except to the extent of his indirect pecuniary interest therein.

9. Immediately exercisable.

10. Consists of (i) 27,315 shares of Series E Preferred issuable upon the exercise of warrants held by VA III, (ii) 6,145 shares of Series E Preferred issuable upon the exercise of warrants held by VA, and (iii) 682 shares of Series E Preferred issuable upon the exercise of warrants held by VEF III. VM III is the general partner of VA III. VEFM is the general partner of VEF III. VM III and VEFM disclaim beneficial ownership of these securities except to the extent of their pro-rata pecuniary interest therein. Mr. Ascher is a member of VM III and may be deemed to beneficially own all of the shares held by VA III. Mr. Ascher disclaims beneficial ownership of these shares except to the extent of his indirect pecuniary interest therein.

Remarks:

	/s/ Brian D. Ascher	03/27/2012
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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