SEC FORM 4/A

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^*

Marlow John H

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP & General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
05/26/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)
05/31/2016

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)
Class A Common Stock	05/26/2016		C⁽¹⁾		7,000	A	$0.00	94,318	D
Class A Common Stock	05/26/2016		S⁽²⁾		7,000	D	$19.67⁽³⁾	87,318	D
Class A Common Stock	05/27/2016		C⁽¹⁾		1,000	A	$0.00	88,318	D
Class A Common Stock	05/27/2016		S⁽²⁾		1,000	D	$19.73⁽⁴⁾	87,318	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 options (right to buy)	$0.99	05/26/2016		M			2,000	⁽⁵⁾	02/13/2019	Class B Common Stock	2,000	$0.00	104,789	D
Class B Common Stock	⁽⁶⁾	05/26/2016		M		2,000		⁽⁶⁾	⁽⁶⁾	Class A Common Stock	2,000	$0.00	385,334	D
Class B Common Stock	⁽⁶⁾	05/26/2016		C⁽¹⁾			2,000	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	2,000	$0.00	383,334	D
Class B Common Stock	⁽⁶⁾	05/26/2016		C⁽¹⁾			5,000	⁽⁶⁾	⁽⁶⁾	Class A Common	5,000	$0.00	378,334	D
Class B Common Stock	⁽⁶⁾	05/27/2016		C⁽¹⁾			1,000	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	1,000	$0.00	377,334	D
Class B Common Stock	⁽⁶⁾							⁽⁶⁾	⁽⁶⁾	Class A Common Stock	12,500		12,500	I	By Trust⁽⁷⁾
Class B Common Stock	⁽⁶⁾							⁽⁶⁾	⁽⁶⁾	Class A Common Stock	12,500		12,500	I	By Trust⁽⁷⁾

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 June 15, 2015.

3. Reflects weighted average sale price. Actual sale prices ranged from $19.15 to $19.825 on May 26, 2016. Reporting Person undertakes to provide upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased or sold at each separate price.

4. Reflects weighted average sale price. Actual sale prices ranged from $19.68 to $19.79 on May 27, 2016. Reporting Person undertakes to provide upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased or sold at each separate price.

5. Options are fully vested and exercisable.

6. 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.

7. Shares held in a trust for the benefit of the Reporting Person's children. The Reporting Person and his spouse are co-trustees of this trust.

Remarks:

This amendment is being filed to restate the amount of securities acquired, disposed of and beneficially owned and the amount of securities underlying derivative securities in columns 5, 7 and 9 of Table II. The original Form 4 filed by the Reporting Person on May 31, 2016 incorrectly reported that the Reporting Person (a) exercised 7,000 stock options and converted the underlying shares of Class B Common Stock into Class A Common Stock on May 26, 2016 and (b) exercised 1,000 stock options and converted the underlying shares of Class B Common Stock into Class A Common Stock on May 27, 2016. Rather, the Reporting Person (a) exercised 2,000 stock options and converted the underlying shares of Class B Common Stock into Class A Common Stock and converted an additional 5,000 shares of Class B Common Stock already owned into Class A Common Stock on May 26, 2016 and (b) did not exercise any stock options but converted 1,000 shares of Class B Common Stock already owned into Class A Common Stock on May 27, 2016.

	/s/ Bruce P. Johnson, Attorney-in-fact for John H. Marlow	06/10/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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