UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
RingCentral, Inc.
(Name of Issuer)
Class A Common Stock, $0.0001 par value per share
(Title of Class of Securities)
76680R 206
(CUSIP Number)
December 31, 2017
(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)
☒ 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).
| 1 | NAMES OF REPORTING PERSONS
VK Services, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒(1)
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
2,000(2) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
2,000(2) | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000(2) | |||||
| 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% (3) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| (1) | This statement on Schedule 13G is filed by VK Services, LLC (“VK Services”), KFT Trust, Vinod Khosla as Trustee (“KFT”), VNK Management LLC (“VNK”) and Vinod Khosla (“Khosla,” and collectively with VK Services, KFT and VNK, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Consists of 2,000 shares held by David Weiden, which shares are held by Mr. Weiden for the benefit of certain affiliates of Khosla Ventures pursuant to agreements between Mr. Weiden and such affiliates of Khosla Ventures. Khosla is the managing member of VK Services. As such, Khosla may be deemed to possess voting and investment power over such shares, and may be deemed to have indirect beneficial ownership of such shares. |
| (3) | The percentages set forth on the cover sheets are calculated based on 64,926,208 shares of Class A Common Stock reported to be outstanding as of November 6, 2017 as set forth in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on November 9, 2017 (the “Quarterly Report”). |
| 1 | NAMES OF REPORTING PERSONS
KFT Trust, Vinod Khosla as Trustee | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒(1)
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
California, United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 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) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| (1) | This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | The percentages set forth on the cover sheets are calculated based on 64,926,208 shares of Class A Common Stock reported to be outstanding as of November 6, 2017 as set forth in the Issuer’s Quarterly Report. |
| 1 | NAMES OF REPORTING PERSONS
VNK Management LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒(1)
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
1,030,033 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
1,030,033 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,030,033 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.6%(2) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | |||||
| (1) | This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | The percentages set forth on the cover sheets are calculated based on 64,926,208 shares of Class A Common Stock reported to be outstanding as of November 6, 2017 as set forth in the Issuer’s Quarterly Report. |
| 1 | NAMES OF REPORTING PERSONS
Vinod Khosla | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒(1)
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
1,032,033(2) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
1,032,033(2) | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,032,033(2) | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.6%(3) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | |||||
| (1) | This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Consists of (i) 1,030,033 shares of Class A Common Stock held by VNK and (ii) 2,000 shares held by David Weiden, which shares are held by Mr. Weiden for the benefit of certain affiliates of Khosla Ventures pursuant to agreements between Mr. Weiden and such affiliates of Khosla Ventures. Khosla is the managing member of VK Services, a trustee of KFT, which is a revocable trust for the benefit of Khosla and members of his family and a manager of VNK. As such, Khosla may be deemed to possess voting and investment power over such shares, and may be deemed to have indirect beneficial ownership of such shares. Khosla holds no securities of the Issuer directly. |
| (3) | The percentages set forth on the cover sheets are calculated based on 64,926,208 shares of Class A Common Stock reported to be outstanding as of November 6, 2017 as set forth in the Issuer’s Quarterly Report. |
Explanatory Note
This Amendment No. 4 to the statement on Schedule 13G (this “Amendment No. 4”) amends and restates the statement on Schedule 13G filed on February 12, 2014, as amended June 16, 2014, February 16, 2016 and February 10, 2017 (the “Schedule 13G”). This Amendment No. 4 also hereby amends and restates the statement on Schedule 13G filed on behalf of VNK Management LLC on June 16, 2014, as amended by an Amendment No. 1 on February 16, 2016.
Item 1(a). Name of Issuer:
RingCentral, Inc.
Item 1(b). Address of Issuer’s Principal Executive Officers:
20 Davis Drive
Belmont, California 94002
Item 2(a). Name of Person(s) Filing:
VK Services, LLC (“VK Services”)
KFT Trust, Vinod Khosla as Trustee (“KFT”)
VNK Management LLC (“VNK”)
Vinod Khosla (“Khosla”)
Item 2(b). Address of Principal Business Office:
VK Services, LLC
KFT Trust, Vinod Khosla as Trustee
Vinod Khosla
2128 Sand Hill Road
Menlo Park, California 94025
VNK Management LLC
1760 The Alameda, Suite 300
San Jose, California 95126
Item 2(c). Citizenship:
VK Services Delaware, United States of America
KFT California, United States of America
VNK Delaware, United States of America
Khosla United States of America
Item 2(d). Title of Class of Securities:
Class A Common Stock, par value $0.0001 per share.
Item 2(e). CUSIP Number:
76680R 206
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
Not applicable.
Item 4(a). Amount Beneficially Owned:
Item 4(b). Percent of Class:
| Item 4(c). | Number of shares as to which such persons have: |
The following information with respect to the beneficial ownership of the Class A Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of November 6, 2017:
| Reporting Persons | Shares Held Directly(1) |
Sole Voting Power |
Shared Voting Power(1) |
Sole Dispositive Power |
Shared Dispositive Power(1) |
Beneficial Ownership(1) |
Percentage of Class (1, 3) |
|||||||||||||||||||||
| VK Services(2) |
0 | 0 | 2,000 | 0 | 2,000 | 2,000 | 0.0 | % | ||||||||||||||||||||
| KFT(2) |
0 | 0 | 0 | 0 | 0 | 0 | 0.0 | % | ||||||||||||||||||||
| VNK(2) |
0 | 0 | 1,030,033 | 0 | 1,030,033 | 1,030,033 | 1.6 | % | ||||||||||||||||||||
| Khosla(2) |
0 | 0 | 1,032,033 | 0 | 1,032,033 | 1,032,033 | 1.6 | % | ||||||||||||||||||||
| (1) | Represents the number of shares of Class A Common Stock and the number of shares of Class A Common Stock issuable upon exercise of options, warrants and other convertible securities that are exercisable within 60 days of the date of this statement on Schedule 13G (“Securities”) currently beneficially owned by the Reporting Persons. |
| (2) | Khosla is the managing member of VK Services, a trustee of KFT, which is a revocable trust for the benefit of Khosla and members of his family and a manager of VNK. As such, Khosla may be deemed to possess voting and investment power over such Securities, and may be deemed to have indirect beneficial ownership of such Securities. Khosla holds no Securities of the Issuer directly. |
| (3) | The percentages set forth above are calculated based on 64,926,208 shares of Class A Common Stock reported to be outstanding as of November 6, 2017 as set forth in the Issuer’s Quarterly Report. |
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 Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☒
Item 6. Ownership of More Than 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:
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. Certification:
Not applicable.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 12, 2018
| VK SERVICES, LLC | ||
| By: | /s/ Vinod Khosla | |
| Vinod Khosla, Manager | ||
| KFT TRUST, VINOD KHOSLA AS TRUSTEE | ||
| By: | /s/ Vinod Khosla | |
| Vinod Khosla, Manager | ||
| VNK MANAGEMENT LLC | ||
| By: | /s/ Vinod Khosla | |
| Vinod Khosla, Manager | ||
| /s/ Vinod Khosla | ||
| Vinod Khosla | ||
Exhibit(s):
99.1: Joint Filing Statement