Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
RINGCENTRAL, INC.
(Name of Issuer)
Class A Common Stock
Title of Class of Securities
76680R206
(CUSIP Number)
December 31, 2019
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ | Rule 13d-1(b) |
☐ | Rule 13d-1(c) |
x | Rule 13d-1(d) |
* | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 76680R206 | ||||||
1. | Names of reporting persons. I.R.S. Identification Nos. of above persons (entities only) VLADIMIR SHMUNIS | |||||
2. | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐ | |||||
3. | SEC use only | |||||
4. | Citizenship or place of organization United States | |||||
Number of shares beneficially owned by each reporting person with: | 5. | Sole voting power 562,069 (1)(3)(4) | ||||
6. | Shared voting power 5,897,618 (2)(3)(4) | |||||
7. | Sole dispositive power 562,069 (1)(3)(4) | |||||
8. | Shared dispositive power 5,897,618 (2)(3)(4) | |||||
9. | Aggregate amount beneficially owned by each reporting person 6,459,687 (1)(2)(3)(4) | |||||
10. | Check if the aggregate amount in Row (9) excludes certain shares (see instructions) | |||||
11. | Percent of class represented by amount in Row (9) 7.9% (3)(4)(5) | |||||
12. | Type of reporting person (see instructions) IN | |||||
(1) | Consists of (i) 450,000 shares of Class B Common Stock and (ii) 112,069 shares of Class A Common Stock. |
(2) | Consists of (i) 5,837,618 shares of Class B Common Stock and (ii) 60,000 shares of Class A Common Stock. |
(3) | 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. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon (i) the date specified by affirmative vote or written consent of the holders of at least 67% of the outstanding shares of Class B Common Stock or (ii) any transfer, whether or not for value, except for certain transfers described in our certificate of incorporation, including, without limitation, transfers for tax and estate planning purposes, so long as the transferring holder of Class B Common Stock continues to hold exclusive voting and dispositive power with respect to the shares transferred. The Class B Common Stock will convert automatically into Class A Common Stock on 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. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to conversion rights (noted above) and voting rights. Each share of Class B Common Stock is entitled to ten votes per share, whereas each share of Class A Common Stock is entitled to one vote per share. |
(4) | Assumes conversion of all such reporting person’s Class B Common Stock into Class A Common Stock. |
(5) | Based on the quotient obtained by dividing (a) the aggregate number of shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 75,900,686 shares of Class A Common Stock outstanding as of December 31, 2019, as reported by the Issuer to the Reporting Person, and (ii) the aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person, (iii) 37,069 shares of Class A Common Stock underlying restricted stock units subject to a restricted stock agreement that are scheduled to vest within 60 days of December 31, 2019 and (iv) 75,000 shares of Class A Common Stock issuable pursuant to stock options exercisable within 60 days of December 31, 2019. The aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in clauses “(a)” and “(b)” of this footnote are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person. |
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CUSIP No. 76680R206 | ||||||
1. | Names of reporting persons. I.R.S. Identification Nos. of above persons (entities only) SANDRA SHMUNIS | |||||
2. | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐ | |||||
3. | SEC use only | |||||
4. | Citizenship or place of organization United States | |||||
Number of shares beneficially owned by each reporting person with: | 5. | Sole voting power 0 | ||||
6. | Shared voting power 5,897,618 (1)(2)(3) | |||||
7. | Sole dispositive power 0 | |||||
8. | Shared dispositive power 5,897,618 (1)(2)(3) | |||||
9. | Aggregate amount beneficially owned by each reporting person 5,897,618 (1)(2)(3) | |||||
10. | Check if the aggregate amount in Row (9) excludes certain shares (see instructions) | |||||
11. | Percent of class represented by amount in Row (9) 7.2% (2)(3)(4) | |||||
12. | Type of reporting person (see instructions) IN | |||||
(1) | Consists of (i) 5,837,618 shares of Class B Common Stock and (ii) 60,000 shares of Class A Common Stock. |
(2) | 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. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon (i) the date specified by affirmative vote or written consent of the holders of at least 67% of the outstanding shares of Class B Common Stock or (ii) any transfer, whether or not for value, except for certain transfers described in our certificate of incorporation, including, without limitation, transfers for tax and estate planning purposes, so long as the transferring holder of Class B Common Stock continues to hold exclusive voting and dispositive power with respect to the shares transferred. The Class B Common Stock will convert automatically into Class A Common Stock on 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. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to conversion rights (noted above) and voting rights. Each share of Class B Common Stock is entitled to ten votes per share, whereas each share of Class A Common Stock is entitled to one vote per share. |
(3) | Assumes conversion of all such reporting person’s Class B Common Stock into Class A Common Stock. |
(4) | Based on the quotient obtained by dividing (a) the aggregate number of shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 75,900,686 shares of Class A Common Stock outstanding as of December 31, 2019, as reported by the Issuer to the Reporting Person, and (ii) the aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person. The aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in clauses “(a)” and “(b)” of this footnote are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person. |
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CUSIP No. 76680R206 | ||||||
1. | Names of reporting persons. I.R.S. Identification Nos. of above persons (entities only) 94-3375227 ELCA, LLC | |||||
2. | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐ | |||||
3. | SEC use only | |||||
4. | Citizenship or place of organization California | |||||
Number of shares beneficially owned by each reporting person with: | 5. | Sole voting power 0 | ||||
6. | Shared voting power 5,837,108 (1)(2)(3) | |||||
7. | Sole dispositive power 0 | |||||
8. | Shared dispositive power 5,837,108 (1)(2)(3) | |||||
9. | Aggregate amount beneficially owned by each reporting person 5,837,108 (1)(2)(3) | |||||
10. | Check if the aggregate amount in Row (9) excludes certain shares (see instructions) | |||||
11. | Percent of class represented by amount in Row (9) 7.1% (2)(3)(4) | |||||
12. | Type of reporting person (see instructions) OO | |||||
(1) | Consists of 5,837,108 shares of Class B Common Stock. |
(2) | 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. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon (i) the date specified by affirmative vote or written consent of the holders of at least 67% of the outstanding shares of Class B Common Stock or (ii) any transfer, whether or not for value, except for certain transfers described in our certificate of incorporation, including, without limitation, transfers for tax and estate planning purposes, so long as the transferring holder of Class B Common Stock continues to hold exclusive voting and dispositive power with respect to the shares transferred. The Class B Common Stock will convert automatically into Class A Common Stock on 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. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to conversion rights (noted above) and voting rights. Each share of Class B Common Stock is entitled to ten votes per share, whereas each share of Class A Common Stock is entitled to one vote per share. |
(3) | Assumes conversion of all such reporting person’s Class B Common Stock into Class A Common Stock. |
(4) | Based on the quotient obtained by dividing (a) the aggregate number of shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 75,900,686 shares of Class A Common Stock outstanding as of December 31, 2019, as reported by the Issuer to the Reporting Person, and (ii) the aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person. The aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in clauses “(a)” and “(b)” of this footnote are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person. |
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CUSIP No. 76680R206 | ||||||
1. | Names of reporting persons. I.R.S. Identification Nos. of above persons (entities only) 94-3376941 ELCA FUND I, L.P. | |||||
2. | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐ | |||||
3. | SEC use only | |||||
4. | Citizenship or place of organization California | |||||
Number of shares beneficially owned by each reporting person with: | 5. | Sole voting power 0 | ||||
6. | Shared voting power 5,823,107 (1)(2)(3) | |||||
7. | Sole dispositive power 0 | |||||
8. | Shared dispositive power 5,823,107 (1)(2)(3) | |||||
9. | Aggregate amount beneficially owned by each reporting person 5,823,107 (1)(2)(3) | |||||
10. | Check if the aggregate amount in Row (9) excludes certain shares (see instructions) | |||||
11. | Percent of class represented by amount in Row (9) 7.1% (2)(3)(4) | |||||
12. | Type of reporting person (see instructions) PN | |||||
(1) | Consists of 5,823,107 shares of Class B Common Stock. |
(2) | 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. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon (i) the date specified by affirmative vote or written consent of the holders of at least 67% of the outstanding shares of Class B Common Stock or (ii) any transfer, whether or not for value, except for certain transfers described in our certificate of incorporation, including, without limitation, transfers for tax and estate planning purposes, so long as the transferring holder of Class B Common Stock continues to hold exclusive voting and dispositive power with respect to the shares transferred. The Class B Common Stock will convert automatically into Class A Common Stock on 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. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to conversion rights (noted above) and voting rights. Each share of Class B Common Stock is entitled to ten votes per share, whereas each share of Class A Common Stock is entitled to one vote per share. |
(3) | Assumes conversion of all such reporting person’s Class B Common Stock into Class A Common Stock. |
(4) | Based on the quotient obtained by dividing (a) the aggregate number of shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 75,900,686 shares of Class A Common Stock outstanding as of December 31, 2019, as reported by the Issuer to the Reporting Person, and (ii) the aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person. The aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in clauses “(a)” and “(b)” of this footnote are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person. |
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CUSIP No. 76680R206 | ||||||
1. | Names of reporting persons. I.R.S. Identification Nos. of above persons (entities only) 94-3376944 ELCA FUND II, L.P. | |||||
2. | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐ | |||||
3. | SEC use only | |||||
4. | Citizenship or place of organization California | |||||
Number of shares beneficially owned by each reporting person with: | 5. | Sole voting power 0 | ||||
6. | Shared voting power 6,690 (1)(2)(3) | |||||
7. | Sole dispositive power 0 | |||||
8. | Shared dispositive power 6,690 (1)(2)(3) | |||||
9. | Aggregate amount beneficially owned by each reporting person 6,690 (1)(2)(3) | |||||
10. | Check if the aggregate amount in Row (9) excludes certain shares (see instructions) | |||||
11. | Percent of class represented by amount in Row (9) 0.0% (2)(3)(4) | |||||
12. | Type of reporting person (see instructions) PN | |||||
(1) | Consists of 6,690 shares of Class B Common Stock. |
(2) | 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. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon (i) the date specified by affirmative vote or written consent of the holders of at least 67% of the outstanding shares of Class B Common Stock or (ii) any transfer, whether or not for value, except for certain transfers described in our certificate of incorporation, including, without limitation, transfers for tax and estate planning purposes, so long as the transferring holder of Class B Common Stock continues to hold exclusive
voting and dispositive power with respect to the shares transferred. The Class B Common Stock will convert automatically into Class A Common Stock on 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. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to conversion rights (noted above) and voting rights. Each share of Class B Common Stock is entitled to ten votes per share, whereas each share of Class A Common Stock is entitled to one vote per share. Assumes conversion of all such reporting person’s Class B Common Stock into Class A Common Stock. |
(3) | Assumes conversion of all such reporting person’s Class B Common Stock into Class A Common Stock. |
(4) | Based on the quotient obtained by dividing (a) the aggregate number of shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 75,900,686 shares of Class A Common Stock outstanding as of December 31, 2019, as reported by the Issuer to the Reporting Person, and (ii) the aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person. The aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in clauses “(a)” and “(b)” of this footnote are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person. |
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CUSIP No. 76680R206 | ||||||
1. | Names of reporting persons. I.R.S. Identification Nos. of above persons (entities only) 94-3376945 ELCA FUND III, L.P. | |||||
2. | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐ | |||||
3. | SEC use only | |||||
4. | Citizenship or place of organization California | |||||
Number of shares beneficially owned by each reporting person with: | 5. | Sole voting power 0 | ||||
6. | Shared voting power 6,690 (1)(2)(3) | |||||
7. | Sole dispositive power 0 | |||||
8. | Shared dispositive power 6,690 (1)(2)(3) | |||||
9. | Aggregate amount beneficially owned by each reporting person 6,690 (1)(2)(3) | |||||
10. | Check if the aggregate amount in Row (9) excludes certain shares (see instructions) | |||||
11. | Percent of class represented by amount in Row (9) 0.0% (2)(3)(4) | |||||
12. | Type of reporting person (see instructions) PN | |||||
(1) | Consists of 6,690 shares of Class B Common Stock. |
(2) | 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. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon (i) the date specified by affirmative vote or written consent of the holders of at least 67% of the outstanding shares of Class B Common Stock or (ii) any transfer, whether or not for value, except for certain transfers described in our certificate of incorporation, including, without limitation, transfers for tax and estate planning purposes, so long as the transferring holder of Class B Common Stock continues to hold exclusive voting and dispositive power with respect to the shares transferred. The Class B Common Stock will convert automatically into Class A Common Stock on 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. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to conversion rights (noted above) and voting rights. Each share of Class B Common Stock is entitled to ten votes per share, whereas each share of Class A Common Stock is entitled to one vote per share. Assumes conversion of all such reporting person’s Class B Common Stock into Class A Common Stock. |
(3) | Assumes conversion of all such reporting person’s Class B Common Stock into Class A Common Stock. |
(4) | Based on the quotient obtained by dividing (a) the aggregate number of shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 75,900,686 shares of Class A Common Stock outstanding as of December 31, 2019, as reported by the Issuer to the Reporting Person, and (ii) the aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person. The aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in clauses “(a)” and “(b)” of this footnote are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person. |
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CUSIP No. 76680R206 | ||||||
1. | Names of reporting persons. I.R.S. Identification Nos. of above persons (entities only) NTD: Does the trust have an IRS ID number to include? Vladimir G. Shmunis & Sandra Shmunis TR UA June 9, 1998 Shmunis Revocable Trust | |||||
2. | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐ | |||||
3. | SEC use only | |||||
4. | Citizenship or place of organization Nevada | |||||
Number of shares beneficially owned by each reporting person with: | 5. | Sole voting power 0 | ||||
6. | Shared voting power 510 (1)(2)(3) | |||||
7. | Sole dispositive power 0 | |||||
8. | Shared dispositive power 510 (1)(2)(3) | |||||
9. | Aggregate amount beneficially owned by each reporting person 510 (1)(2)(3) | |||||
10. | Check if the aggregate amount in Row (9) excludes certain shares (see instructions) | |||||
11. | Percent of class represented by amount in Row (9) 0.0% (2)(3)(4) | |||||
12. | Type of reporting person (see instructions) OO | |||||
(1) | Consists of 510 shares of Class B Common Stock. |
(2) | 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. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon (i) the date specified by affirmative vote or written consent of the holders of at least 67% of the outstanding shares of Class B Common Stock or (ii) any transfer, whether or not for value, except for certain transfers described in our certificate of incorporation, including, without limitation, transfers for tax and estate planning purposes, so long as the transferring holder of Class B Common Stock continues to hold exclusive voting and dispositive power with respect to the shares transferred. The Class B Common Stock will convert automatically into Class A Common Stock on 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. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to conversion rights (noted above) and voting rights. Each share of Class B Common Stock is entitled to ten votes per share, whereas each share of Class A Common Stock is entitled to one vote per share. Assumes conversion of all such reporting person’s Class B Common Stock into Class A Common Stock. |
(3) | Assumes conversion of all such reporting person’s Class B Common Stock into Class A Common Stock. |
(4) | Based on the quotient obtained by dividing (a) the aggregate number of shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 75,900,686 shares of Class A Common Stock outstanding as of December 31, 2019, as reported by the Issuer to the Reporting Person, and (ii) the aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person. The aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in clauses “(a)” and “(b)” of this footnote are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person. |
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CUSIP No. 76680R206 | ||||||
1. | Names of reporting persons. I.R.S. Identification Nos. of above persons (entities only) 84-3809081 So Inclined Philanthropic Foundation | |||||
2. | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐ | |||||
3. | SEC use only | |||||
4. | Citizenship or place of organization Nevada | |||||
Number of shares beneficially owned by each reporting person with: | 5. | Sole voting power 0 | ||||
6. | Shared voting power 60,000 (1) | |||||
7. | Sole dispositive power 0 | |||||
8. | Shared dispositive power 60,000 (1) | |||||
9. | Aggregate amount beneficially owned by each reporting person 60,000 (1) | |||||
10. | Check if the aggregate amount in Row (9) excludes certain shares (see instructions) | |||||
11. | Percent of class represented by amount in Row (9) 0.1% (2) | |||||
12. | Type of reporting person (see instructions) OO | |||||
(1) | Consists of 60,000 shares of Class A Common Stock. |
(2) | Based on the quotient obtained by dividing (a) the aggregate number of shares of Class A Common Stock beneficially owned by the Reporting Person as set forth in Row 9 by (b)
75,900,686 shares of Class A Common Stock outstanding as of December 31, 2019, as reported by the Issuer to the Reporting Person. |
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Item 1.
(a) | Name of Issuer: |
RingCentral, Inc.
(b) | Address of Issuer’s Principal Executive Offices: |
20 Davis Drive, Belmont, CA 94002
Item 2.
(a) | Name of Person Filing: |
This Statement is filed by Mr. Vladimir Shmunis, the Issuer’s CEO and Chairman of the board of directors; Mrs. Sandra Shmunis, Mr. Shmunis’ wife; ELCA, LLC, a limited liability company (“ELCA LLC”); ELCA Fund I, L.P., a limited partnership (“ELCA I”); ELCA Fund II, L.P., a limited partnership (“ELCA II”); ELCA Fund III, L.P., a limited partnership (“ELCA III”); Vladimir G. Shmunis & Sandra Shmunis TR UA June 9, 1998 Shmunis Revocable Trust, a revocable living trust (“Trust”) and So Inclined Philanthropic Foundation, a non-profit trust (“SIPF”).
Mr. Shmunis and Mrs. Shmunis are the managing members of ELCA LLC. ELCA LLC is the general partner of each of ELCA I, ELCA II and ELCA III. Mr. Shmunis and Mrs. Shmunis are the trustees of each of Trust and SIPF. Each of Mr. Shmunis, Mrs. Shmunis, ELCA LLC, ELCA I, ELCA II, ELCA III, Trust and SIPF are individually referred to herein as “Reporting Person” and collectively, as the “Reporting Persons.”
(b) | Address of Principal Business Office or, if none, Residence: |
The address and principal business office of each Reporting Person is:
c/o RingCentral, Inc., 20 Davis Drive, Belmont, CA 94002
(c) | Citizenship: |
Mr. Shmunis and Mrs. Shmunis are each United States citizens. ELCA LLC, ELCA I, ELCA II and ELCA III are each organized under the laws of the State of California. Trust and SIPF are each organized under the laws of the State of Nevada.
(d) | Title of Class Securities: |
Class A Common Stock
(e) | CUSIP Number: |
76680R206
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Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
(a) | ☐ | Broker or dealer registered under Section 15 of the Act (15 U.S.C 78o). | ||
(b) | ☐ | Bank as defined in Section 3(a) (6) of the Act (15 U.S.C 78c). | ||
(c) | ☐ | Insurance Company as defined in Section 3(a) (19) of the Act (15 U.S.C 78c). | ||
(d) | ☐ | Investment Company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). | ||
(e) | ☐ | Investment Adviser in accordance with SS 240. 13d-1(b) (1) (ii) (E); | ||
(f) | ☐ | Employee Benefit Plan or Endowment Fund in accordance with SS 240. 13d-1(b) (ii) (F); | ||
(g) | ☐ | Parent Holding Company or Control Person in accordance with SS.SS.240. 13d-1(b) (ii) (G); | ||
(h) | ☐ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||
(i) | ☐ | A church plan that is excluded from the definition of an investment company under Section 3(c) (14) of the Investment Company Act of 1940(15 U.S.C 80a-3); | ||
(j) | ☐ | Group, in accordance with SS 240. 13d-1(b) (1) (ii) (J); | ||
Item 4. Ownership
Pursuant to Rule 13d-3(d)(1), all shares of Class B Common Stock (which are convertible into shares of Class A Common Stock) held by each Reporting Person were deemed to be converted for the purposes of (i) determining the aggregate amount of Class A Common Stock owned by such Reporting Person and (ii) calculating the percentages of the Class A Common Stock owned by such Reporting Person. Consequently, all Class A Common Stock amounts and percentages are inclusive of the Class B Common Stock amounts and percentages set forth herein. The percentages of ownership set forth below are based on 75,900,686 shares of Class A Common Stock and 11,039,473 shares of Class B Common Stock outstanding at December 31, 2019.
The shares beneficially owned by ELCA LLC consist of 621 shares held of record by ELCA LLC in addition to the shares held of record by ELCA I and certain shares held of record by each of ELCA II and ELCA III. ELCA LLC and ELCA I may be deemed to be directly or indirectly controlled jointly by Mr. Shmunis, the Issuer’s CEO and Chairman of the board of directors, and Mrs. Shmunis, Mr. Shmunis’ wife. Certain of the shares held by ELCA II and ELCA III may be deemed to be directly or indirectly controlled jointly by Mr. and Mrs. Shmunis. The shares beneficially owned by SIPF consist of 60,000 shares held of record by SIPF, and SIPF may be deemed to be directly or indirectly controlled jointly by Mr. Shmunis and Mrs. Shmunis, as co-trustees. The shares beneficially owned by Trust consist of 510 shares held of record by Trust, and Trust may be deemed to be directly or indirectly controlled jointly by Mr. Shmunis and Mrs. Shmunis as co-trustees. As a result, and by virtue of the relationships described, Mr. and Mrs. Shmunis may be deemed to share voting and dispositive power with respect to the shares held by each of ELCA LLC, ELCA I, SIPF and Trust and certain shares held of record by each of ELCA II and ELCA III.
The shares for which Mr. Shmunis has sole voting and dispositive power consist of (i) 450,000 shares of Class B Common Stock issuable pursuant to stock options exercisable within 60 days of December 31, 2019, (ii) 75,000 shares of Class A Common Stock issuable pursuant to stock options exercisable within 60 days of December 31, 2019 and (iii) 37,069 shares of Class A Common Stock underlying restricted stock units subject to a restricted stock agreement that are scheduled to vest within 60 days after December 31, 2019. The 525,000 shares underlying the options that are exercisable within 60 days of December 31, 2019 and the 37,069 shares underlying restricted stock units subject to a restricted stock agreement that are scheduled to vest within 60 days after December 31, 2019 are deemed outstanding pursuant to SEC Rule 13d-3(d)(1)(i).
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Reporting Person | Amount Beneficially Owned Class A | Percent of Class A | Amount Beneficially Owned Class B | Percent of Class B | Sole power to vote or to direct the vote | Shared power to vote or to direct the vote | Sole power to dispose or to direct the disposition of | Shared power to dispose or to direct the disposition of | ||||||||
Vladimir Shmunis | 6,459,687 | 7.9 | % | 6,287,618 | 54.7% | 562,069 | 5,897,618 | 562,069 | 5,897,618 | |||||||
Sandra Shmunis | 5,897,618 | 7.2 | % | 5,837,618 | 52.9% | — | 5,897,618 | — | 5,897,618 | |||||||
ELCA LLC | 5,837,108 | 7.1 | % | 5,837,108 | 52.9% | — | 5,837,108 | — | 5,837,108 | |||||||
ELCA I | 5,823,107 | 7.1 | % | 5,823,107 | 52.8% | — | 5,823,107 | — | 5,823,107 | |||||||
ELCA II | 6,690 | — | 6,690 | 0.1% | — | 6,690 | — | 6,690 | ||||||||
ELCA III | 6,690 | — | 6,690 | 0.1% | — | 6,690 | — | 6,690 | ||||||||
Trust | 510 | — | 510 | 0.0% | — | 510 | — | 510 | ||||||||
SIPF | 60,000 | 0.1 | % | — | — | — | 60,000 | — | 60,000 | |||||||
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
Item 6. Ownership of Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certifications.
Not applicable.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
DATED: February 13, 2020
By: | /s/ Vladimir Shmunis | |
Name: | Vladimir Shmunis | |
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INDEX TO EXHIBITS
Exhibit No. | Exhibit | |
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