Edgar Filing: OOMA INC

Ownership Submission

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Worldview Equity I, L.L.C.

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

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

(Last)

(First)

(Middle)

101 S. ELLSWORTH AVENUE,Â SUITE 401

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

SAN MATEO,Â CAÂ 94401

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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	906	I	By Worldview Strategic Partners IV, L.P. ⁽¹⁾
Common Stock	20,000	I	By Worldview Technology International IV, L.P. ⁽²⁾
Common Stock	123,116	I	By Worldview Technology Partners IV, L.P. ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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 of Derivative Security: 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		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series Alpha Convertible Preferred Stock	Â ⁽⁴⁾	Â ⁽⁴⁾	Common Stock	37,574	$ ⁽⁴⁾	I	By Worldview Strategic Partners IV, L.P. ⁽¹⁾
Series Alpha-1 Convertible Preferred Stock	Â ⁽⁵⁾	Â ⁽⁵⁾	Common Stock	2,523	$ ⁽⁵⁾	I	By Worldview Strategic Partners IV, L.P. ⁽¹⁾
Series Beta Convertible Preferred Stock	Â ⁽⁶⁾	Â ⁽⁶⁾	Common Stock	604	$ ⁽⁶⁾	I	By Worldview Strategic Partners IV, L.P. ⁽¹⁾
Series Alpha Convertible Preferred Stock	Â ⁽⁴⁾	Â ⁽⁴⁾	Common Stock	827,294	$ ⁽⁴⁾	I	By Worldview Technology International IV, L.P. ⁽²⁾
Series Alpha-1 Convertible Preferred Stock	Â ⁽⁵⁾	Â ⁽⁵⁾	Common Stock	55,550	$ ⁽⁵⁾	I	By Worldview Technology International IV, L.P. ⁽²⁾
Series Beta Convertible Preferred Stock	Â ⁽⁶⁾	Â ⁽⁶⁾	Common Stock	13,306	$ ⁽⁶⁾	I	By Worldview Technology International IV, L.P. ⁽²⁾
Series Alpha Convertible Preferred Stock	Â ⁽⁴⁾	Â ⁽⁴⁾	Common Stock	5,092,260	$ ⁽⁴⁾	I	By Worldview Technology Partners IV, L.P. ⁽³⁾
Series Alpha-1 Convertible Preferred Stock	Â ⁽⁵⁾	Â ⁽⁵⁾	Common Stock	341,927	$ ⁽⁵⁾	I	By Worldview Technology Partners IV, L.P. ⁽³⁾
Series Beta Convertible Preferred Stock	Â ⁽⁶⁾	Â ⁽⁶⁾	Common Stock	81,904	$ ⁽⁶⁾	I	By Worldview Technology Partners IV, L.P. ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Worldview Equity I, L.L.C. 101 S. ELLSWORTH AVENUE SUITE 401 SAN MATEO,Â CAÂ 94401	Â	Â X	Â	Â
WORLDVIEW STRATEGIC PARTNERS IV LP 101 S. ELLSWORTH AVENUE SUITE 401 SAN MATEO,Â CAÂ 94401	Â	Â X	Â	Â
WORLDVIEW TECHNOLOGY INTERNATIONAL IV, L.P. 101 S. ELLSWORTH AVENUE SUITE 401 SAN MATEO,Â CAÂ 94401	Â	Â X	Â	Â
WORLDVIEW TECHNOLOGY PARTNERS IV LP 101 S. ELLSWORTH AVENUE SUITE 401 SAN MATEO,Â CAÂ 94401	Â	Â X	Â	Â
Worldview Capital IV, L.P. 101 S. ELLSWORTH AVENUE SUITE 401 SAN MATEO,Â CAÂ 94401	Â	Â X	Â	Â
Orsak Michael 101 S. ELLSWORTH AVENUE SUITE 401 SAN MATEO,Â CAÂ 94401	Â	Â X	Â	Â
Tanaka Susumu 101 S. ELLSWORTH AVENUE SUITE 401 SAN MATEO,Â CAÂ 94401	Â	Â X	Â	Â
WEI JAMES 101 S. ELLSWORTH AVENUE SUITE 401 SAN MATEO,Â CAÂ 94401	Â X	Â X	Â	Â

Signatures

/s/ James N. Strawbridge, as Attorney-in-Fact for Worldview Equity I, L.L.C.		07/16/2015
^**Signature of Reporting Person		Date
/s/ James N. Strawbridge, as attorney-in-fact for Worldview Equity I, L.L.C., the general partner of Worldview Capital IV, L.P., the general partner of Worldview Strategic Partners IV, L.P.		07/16/2015
^**Signature of Reporting Person		Date
/s/ James N. Strawbridge, as attorney-in-fact for Worldview Equity I, L.L.C., the general partner of Worldview Capital IV, L.P., the general partner of Worldview Technology International IV, L.P.		07/16/2015
^**Signature of Reporting Person		Date
/s/ James N. Strawbridge, as attorney-in-fact for Worldview Equity I, L.L.C., the general partner of Worldview Capital IV, L.P., the general partner of Worldview Technology Partners IV, L.P.		07/16/2015
^**Signature of Reporting Person		Date
/s/ James N. Strawbridge, as attorney-in-fact for Worldview Equity I, L.L.C., the general partner of Worldview Capital IV, L.P.		07/16/2015
^**Signature of Reporting Person		Date
/s/ James N. Strawbridge, as attorney-in-fact for Michael Orsak		07/16/2015
^**Signature of Reporting Person		Date
/s/ James N. Strawbridge, as attorney-in-fact for Susumu Tanaka		07/16/2015
^**Signature of Reporting Person		Date
/s/ James N. Strawbridge, as attorney-in-fact for James Wei		07/16/2015
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Shares held directly by Worldview Strategic Partners IV, L.P. ("Strategic IV"). Worldview Capital IV, L.P., the general partner of Strategic IV, 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 Strategic IV. James Wei, Michael Orsak and Susumu Tanaka are the managing members of Worldview Equity I, L.L.C. and may be deemed to share voting and dispositive power over the shares held by Strategic IV. Such persons and entities disclaim beneficial ownership of shares held by Strategic IV, except to the extent of any pecuniary interest therein.
(2)	Shares held directly by Worldview Technology International IV, L.P. ("International IV"). Worldview Capital IV, L.P., the general partner of International IV, 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 International IV. James Wei, Michael Orsak and Susumu Tanaka are the managing members of Worldview Equity I, L.L.C. and may be deemed to share voting and dispositive power over the shares held by International IV. Such persons and entities disclaim beneficial ownership of shares held by International IV, except to the extent of any pecuniary interest therein.
(3)	Shares held directly by Worldview Technology Partners IV, L.P. ("Technology IV"). Worldview Capital IV, L.P., the general partner of Technology IV, 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 Technology IV. James Wei, Michael Orsak and Susumu Tanaka are the managing members of Worldview Equity I, L.L.C. and may be deemed to share voting and dispositive power over the shares held by Technology IV. Such persons and entities disclaim beneficial ownership of shares held by Technology IV, except to the extent of any pecuniary interest therein.
(4)	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.
(5)	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.
(6)	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.

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