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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

WEI JAMES

(Last)

(First)

(Middle)

101 S. ELLSWORTH AVENUE

SUITE 401

(Street)

SAN MATEO

94401

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/16/2015

3. Issuer Name and Ticker or Trading Symbol
OOMA INC [ OOMA ]

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)
Common Stock	38,333	D
Common Stock	144,022	I	By entities associated with Worldview Technology Partners⁽¹⁾

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)
Stock Option (right to buy)	⁽²⁾	02/21/2025	Common Stock	10,000	$9.18	D
Series Alpha Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock⁽³⁾	5,957,128	⁽³⁾	I	By entities associated with Worldview Technology Partners⁽¹⁾
Series Alpha-1 Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock⁽⁴⁾	400,000	⁽⁴⁾	I	By entities associated with Worldview Technology Partners⁽¹⁾
Series Beta Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock⁽⁵⁾	95,814	⁽⁵⁾	I	By entities associated with Worldview Technology Partners⁽¹⁾

Explanation of Responses:

1. Shares held directly by Worldview Strategic Partners IV, L.P. ("Strategic IV"), Worldview Technology International IV, L.P. ("International IV") and Worldview Technology Partners IV, L.P. ("Technology IV" and, together with Strategic IV and International IV, the "Worldview IV Funds"). Worldview Capital IV, L.P., the general partner of each of the Worldview IV Funds, and Worldview Equity I, L.L.C., the general partner of Worldview Capital IV, L.P., may each be deemed to have sole voting and dispositive power over the shares held by the Worldview IV Funds. The Reporting Person, as a managing member of Worldview Equity I, L.L.C., may be deemed to share voting and dispositive power over the shares held by the Worldview IV Funds. The Reporting Person disclaims beneficial ownership of the shares held by the Worldview IV Funds, except to the extent of any pecuniary interest therein.

2. 1/48th of the option will vest on the one month anniversary of 2/22/2015 and 1/48th of the option shall vest monthly thereafter. The option is immediately exercisable.

3. The Series Alpha Convertible Preferred Stock is convertible into the issuer's common stock on a one-for-one basis and has no expiration date. It will automatically convert into common stock upon the closing of the issuer's initial public offering.

4. The Series Alpha -1 Convertible Preferred Stock is convertible into the issuer's common stock on a one-for-one basis and has no expiration date. It will automatically convert into common stock upon the closing of the issuer's initial public offering.

5. The Series Beta convertible preferred stock is convertible into the issuer's common stock on a one-for-one basis unless $21.2028 is greater than 75% of the offering price per share, in which case each share of Series Beta convertible preferred stock is convertible into that number of shares of common stock equal to the ratio of $21.2028 divided by 75% of the offering price per share. No fractional shares of common stock will be issued upon conversion of Series Beta preferred stock. The Series Beta preferred stock has no expiration date and will automatically convert into common stock upon the closing of the issuer's initial public offering.

Remarks:

	/s/ James N. Strawbridge, as attorney-in-fact for James Wei	07/16/2015
	** 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.
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 Number.