RNG 10-K Annual Report Dec. 31, 2021 | Alphaminr
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RNG 10-K Fiscal year ended Dec. 31, 2021

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RINGCENTRAL, INC.
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Name: RingCentral, Inc. <br /> CIK: 1384905 <br /> Filing Type: 10-K/A <br /> Report Date: 2021-12-31 <br /> Download URL: https://www.sec.gov/Archives/edgar/data/1384905/000138490522000020/rng-20211231.htm <br />
TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. [reserved]Item 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7. Management S Discussion and Analysis OfItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Consolidated Financial Statements and Supplementary DataNote 1. Description Of Business and Summary Of Significant Accounting PoliciesNote 2. Revenues and Cost Of RevenueNote 3. Financial Statement ComponentsNote 4. Fair Value Of Financial InstrumentsNote 5. Strategic Partnerships and Asset AcquisitionNote 6. Convertible Senior NotesNote 7. LeasesNote 8. Commitments and ContingenciesNote 9. Stockholders Equity and Convertible Preferred StockNote 10. Share-based CompensationNote 11. Income TaxesNote 12. Basic and Diluted Net Loss Per ShareNote 13. 401(k) PlanNote 14. Related-party TransactionsItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions and Director IndependenceItem 14. Principal Accountant Fees and ServicesItem 15. Exhibits and Financial Statement SchedulesPart IV

Exhibits

3.1 Second Amended and Restated Certificate of Incorporation of the Registrant (filed as Exhibit 3.1 to the Registrants Current Report on Form 8-K, filed on June 3, 2015, and incorporated herein by reference). 3.2 Certificate of Designations of the Series A Convertible Preferred Stock (filed as Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed on November 9, 2021, and incorporated herein by reference). 3.3 Bylaws of the Registrant (filed as Exhibit 3.4 to the Registrants Registration Statement on Form S-1, File No. 333-190815, and incorporated herein by reference). 4.1 Fourth Amended Investor Rights Agreement, dated November 23, 2012, by and among the Registrant and the investors listed on Exhibit A thereto (filed as Exhibit 4.3 to the Registrants Registration Statement on Form S-1, File No. 333-190815, and incorporated herein by reference). 4.2 Indenture, dated March 5, 2018, between RingCentral, Inc. and U.S. Bank National Association. (filed as Exhibit 4.1 to the Registrants Current Report on Form 8-K filed on March 6, 2018, and incorporated herein by reference). 4.3 Formof 0% Convertible Senior Note due 2023 (included in Exhibit4.2) (filed as Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on March 6, 2018, and incorporated herein by reference). 4.4 Indenture, dated March 3, 2020, between RingCentral, Inc. and U.S. Bank National Association. (filed as Exhibit 4.1 to the Registrants Current Report on Form 8-K filed on March 4, 2020, and incorporated herein by reference). 4.5 Form of 0% Convertible Senior Notes due 2025 (included in Exhibit 4.4). (filed as Exhibit 4.1 to the Registrants Current Report on Form 8-K filed on March 4, 2020, and incorporated herein by reference). 4.6 Indenture, dated September 15, 2020, between RingCentral, Inc. and U.S. Bank National Association. (filed as Exhibit 4.1 to the Registrants Current Report on Form 8-K filed on September 16, 2020, and incorporated herein by reference). 4.7 Form of 0% Convertible Senior Note due 2026 (included in Exhibit 4.6). (filed as Exhibit 4.1 to the Registrants Current Report on Form 8-K filed on September 16, 2020, and incorporated herein by reference). 4.8 Registration Rights Agreement, dated October 31, 2019, by and between the Registrant and Avaya Inc. (filed as Exhibit 4.1 to the Registrant's Registration Statement on Form S-3ASR, File No. 333-234647, and incorporated herein by reference). 4.9 Description of the Registrants Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. 10.1+ 2003 Equity Incentive Plan, as amended, and forms of stock option agreements thereunder (filed as Exhibit 10.1 to the Registrants Registration Statement on Form S-1, File No. 333-190815, and incorporated herein by reference). 10.2+ 2010 Equity Incentive Plan, as amended, and forms of stock option agreements thereunder (filed as Exhibit 10.2 to the Registrants Registration Statement on Form S-1, File No. 333-190815, and incorporated herein by reference). 10.3+ 2013 Equity Incentive Plan and forms of stock option agreements thereunder (filed as Exhibit 10.3 to the Registrants Registration Statement on Form S-1, File No. 333-190815, and incorporated herein by reference). 10.4+ Amended and Restated Employee Stock Purchase Plan (filed as Exhibit 10.5 to the Registrants Annual Report on Form 10-K for the year ended December 31, 2020, filed on February 26, 2021, and incorporated herein by reference). 10.5+ Non-Competition Agreement, by and between the Registrant and Praful Shah, dated September 2, 2021 (filed as Exhibit 10.1 to the Registrants Current Report on Form 8-K filed on September 3, 2021, and incorporated herein by reference). 10.6+ Form of Global Restricted Stock Unit Agreement (filed as Exhibit 10.6 to the Registrants Annual Report on Form 10-K for the year ended December 31, 2020, filed on February 26, 2021, and incorporated herein by reference). 10.7+ Equity Acceleration Policy (filed as Exhibit 10.5 to the Registrants Annual Report on Form 10-K for the year ended December 31, 2018, filed on February 27, 2019, and incorporated herein by reference). 10.8+ Form of Director and Executive Officer Indemnification Agreement (filed as Exhibit 10.3 to the Registrants Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, filed on August 7, 2017, and incorporated herein by reference). 10.9+ Employment Letter by and between the Registrant and Vladimir Shmunis, dated September 13, 2013 (filed as Exhibit 10.19 to the Registrants Registration Statement on Form S-1, File No. 333-190815, and incorporated herein by reference). 10.10+ Offer Letter by and between the Registrant and Anand Eswaran, dated December 23, 2019. (filed as Exhibit 10.8 to the Registrants Annual Report on Form 10-K for the year ended December 31, 2019, filed on February 26, 2020, and incorporated herein by reference). 10.11+ Offer Letter by and between the Registrant and Mohammed Katibeh, dated January 4, 2022. 10.12+ Offer Letter by and between the Registrant and Vaibhav Agarwal, dated July 21, 2016. 10.13+ Offer Letter by and between the Registrant and Mitesh Dhruv, dated March 1, 2012 (filed as Exhibit 10.2 to the Registrants Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, filed on August 7, 2017, and incorporated herein by reference). 10.14+ Offer Letter by and between the Registrant and Mitesh Dhruv, dated July 28, 2017 (filed as Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, filed on November 9, 2017, and incorporated herein by reference). 10.15+ Offer Letter by and between the Registrant and Praful Shah, dated March 31, 2008 (filed as Exhibit 10.6 to the Registrants Registration Statement on Form S-1, File No. 333-190815, and incorporated herein by reference). 10.16+ Revised Employment Offer Letter by and between the Registrant and John Marlow, dated September 13, 2013 (filed as Exhibit 10.7 to the Registrants Registration Statement on Form S-1, File No. 333-190815, and incorporated herein by reference). 10.17+ 2020 Bonus Plan, Appendix A 2020. (filed as Exhibit 10.18 to the Registrants Annual Report on Form 10-K for the year ended December 31, 2020, filed on February 26, 2021, and incorporated herein by reference). 10.18+ 2021 Bonus Plan, Appendix A 2021. 10.19+ 2021 NEO Equity Compensation Program Questions and Answers (filed as Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, filed on August 6, 2021, and incorporated herein by reference). 10.20+ 2022 NEO Equity Compensation Program Questions and Answers. 10.21 Office Lease, dated September 25, 2014, by and between the Registrant and Helen M. Raiser, Trustee of the JHR Marital Trust under Trust Agreement dated October 2, 1969, as amended, Helen M. Raiser, Trustee of the JHR Bypass Trust under Trust Agreement dated October 2, 1969, as amended, Harvey E. Chapman, Jr., Trustee of the Harvey E. Chapman, Jr. Living Trust under Trust Agreement dated July 17, 2006, and Colleen C. Badell, Trustee of the Colleen C. Badell Living Trust under Trust Agreement dated July 17, 2006, as tenants in common (filed as Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, filed on November 3, 2014, and incorporated herein by reference). 10.22 Commercial Lease Agreement, dated May 17, 2017, by and between the Registrant and TG Brothers, LLC. (filed as Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, filed on August 7, 2017, and incorporated herein by reference). 10.23 First Amendment to Lease, dated May 7, 2018, by and between the Registrant and TG Brothers, LLC. (filed as Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q for the quarter ended June 30, 2018, filed on August 7, 2018, and incorporated herein by reference). 10.24 Second Amendment to Lease, dated September 20, 2019, by and between the Registrant and TG Brothers, LLC. (filed as Exhibit 10.20 to the Registrants Annual Report on Form 10-K for the year ended December 31, 2019, filed on February 26, 2020, and incorporated herein by reference). 10.25 Second Amendment to Lease, dated August 6, 2020 by and between the Registrant and Phillip H. Raiser, Trustee of the JHR Marital Trust under Trust Agreement dated October 2, 1969, as amended, Phillip H. Raiser, Trustee of the JHR Bypass Trust under Trust Agreement dated October 2, 1969, as amended, Harvey E. Chapman, Jr., Trustee of the Harvey E. Chapman, Jr. Living Trust under Trust Agreement dated July 17, 2006, and Colleen C. Badell, Trustee of the Colleen C. Badell Living Trust under Trust Agreement dated July 17, 2006, as tenants in common. (filed as Exhibit 10.2 to the Registrants Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, filed on November 9, 2020, and incorporated herein by reference). 10.26 Purchase Agreement, dated February 28, 2018, by and among the Registrant and Morgan Stanley Co. LLC and Goldman Sachs Co. LLC, as representatives of the initial purchasers named therein. (filed as Exhibit 10.1 to the Registrants Current Report on Form 8-K filed on March 6, 2018, and incorporated herein by reference). 10.27 Form of Capped Call Confirmation. (filed as Exhibit 10.2 to the Registrants Current Report on Form 8-K filed on March 6, 2018, and incorporated herein by reference). 10.28 Form of Capped Call Confirmation. (filed as Exhibit 10.2 to the Registrants Current Report on Form 8-K filed on March 4, 2020, and incorporated herein by reference). 10.29 Form of Capped Call Confirmation. (filed as Exhibit 10.2 to the Registrants Current Report on Form 8-K filed on September 16, 2020, and incorporated herein by reference). 10.30 Investment Agreement, dated as of October 3, 2019, by and between the Registrant and Avaya Holdings Corp. (filed as Exhibit 10.1 to the Registrants Current Report on Form 8-K, filed on October 3, 2019, and incorporated herein by reference). 10.30* First Amended and Restated Framework Agreement, dated as of February 10, 2020, by and between the Registrant and Avaya Inc. (filed as Exhibit 10.24 to the Registrants Annual Report on Form 10-K for the year ended December 31, 2019, filed on February 26, 2020, and incorporated herein by reference). 10.31 Purchase and Sale Agreement, dated as of November 8, 2021, by and among RingCentral, Inc., Mitel US Holdings, Inc. and Mitel Networks (International) Limited. (filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on November 9, 2021, and incorporated herein by reference). 10.32 Investment Agreement, dated as of November 8, 2021, by and between RingCentral, Inc. and Searchlight II MLN, L.P. (filed as Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed on November 9, 2021, and incorporated herein by reference). 10.33 Registration Rights Agreement, effective as of November 9, 2021, by and between RingCentral, Inc. and Searchlight II MLN, L.P. (filed as Exhibit 10.3 to the Registrant's Current Report on Form 8-K filed on November 9, 2021, and incorporated herein by reference). 10.34 Registration Rights Agreement, effective as of November 9, 2021, by and between RingCentral, Inc. and Mitel US Holdings, Inc. (filed as Exhibit 10.4 to Registrant's Current Report on Form 8-K filed on November 9, 2021, and incorporated herein by reference). 21.1 List of subsidiaries of the Registrant. 23.1 Consent of KPMG LLP, independent registered public accounting firm. 31.1 Certification of Periodic Report by Principal Executive Officer under Section302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Periodic Report by Principal Financial Officer under Section302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section1350 as Adopted Pursuant to Section906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section1350 as Adopted Pursuant to Section906 of the Sarbanes-Oxley Act of 2002