Sec Form 4 Filing - VENROCK ASSOCIATES III LP @ VOCERA COMMUNICATIONS, INC. - 2012-11-19

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, 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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1. Name and Address of Reporting Person
VENROCK ASSOCIATES III LP
2. Issuer Name and Ticker or Trading Symbol
VOCERA COMMUNICATIONS, INC. [ VCRA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O VENROCK, 3340 HILLVIEW AVE.
3. Date of Earliest Transaction (MM/DD/YY)
11/19/2012
(Street)
PALO ALTO, CA94304
4. If Amendment, Date Original Filed (MM/DD/YY)
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Common Stock 11/19/2012 J 686,000 ( 1 ) D $ 0 2,351,584 I By Funds ( 2 ) ( 3 )
Common Stock 11/19/2012 J 3,833 ( 4 ) A $ 0 2,355,417 I By Funds and LLC ( 2 ) ( 3 ) ( 4 )
Common Stock 11/20/2012 S 14,000 D $ 24.9613 2,341,417 I By Funds and LLC ( 3 ) ( 5 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
VENROCK ASSOCIATES III LP
C/O VENROCK
3340 HILLVIEW AVE.
PALO ALTO, CA94304
X
VENROCK ASSOCIATES
C/O VENROCK
3340 HILLVIEW AVE.
PALO ALTO, CA94304
X
VENROCK ENTREPRENEURS FUND III LP
C/O VENROCK
3340 HILLVIEW AVE.
PALO ALTO, CA94304
X
VENROCK MANAGEMENT III LLC
C/O VENROCK
3340 HILLVIEW AVE.
PALO ALTO, CA94304
X
VEF MANAGEMENT III LLC
C/O VENROCK
3340 HILLVIEW AVE.
PALO ALTO, CA94304
X
Signatures
/s/ David L. Stepp, authorized signatory 11/21/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On November 19, 2012, Venrock Associates III, L.P. ("VA3") and Venrock Associates, L.P. ("VA" and together with VA3, the "Venrock Funds") distributed an aggregate of 686,000 shares of the common stock of the Issuer to their respective partners pro rata based on their respective interests in the Venrock Funds (the "Distribution").
( 2 )Following the Distribution, the shares held by VA3, VA and Venrock Entrepreneurs Fund III, L.P. ("VEF3") are as follows: 1,870,069 shares held by VA3, 420,764 shares held by VA and 60,751 shares held by VEF3.
( 3 )Venrock Management III, LLC ("VM3") and VEF Management III, LLC ("VEFM3") are the sole general partners of VA3 and VEF3, respectively, and may be deemed to beneficially own the shares held by VA3 and VEF3, respectively. VM3 and VEFM3 expressly disclaim beneficial ownership over all shares held by VA3 and VEF3, respectively, except to the extent of their indirect pecuniary interests therein.
( 4 )In the Distribution, VM3 received 3,833 shares. For VM3, this represents a change in form of ownership from indirect to direct but does not represent a change in beneficial ownership.
( 5 )Represents an aggregate of 1,870,069 shares held by VA3, 420,764 shares held by VA, 46,751 shares held by VEF3 and 3,833 shares held by VM3.

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