Sec Form 4 Filing - WEI JAMES @ OOMA INC - 2017-01-19

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 WEI JAMES 2. Issuer Name and Ticker or Trading Symbol OOMA INC [ OOMA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 99 ALMADEN BLVD, 6TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 01/19/2017 (Street) SAN JOSE, CA95113 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 01/19/2017 S( 1 ) 3,275,000 ( 2 ) D $ 8.3 3,275,000 I ( 3 ) By entities associated with Worldview Technology Partners Common Stock 61,948 D

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 WEI JAMES 99 ALMADEN BLVD 6TH FLOOR SAN JOSE, CA95113 X X Signatures /s/ James N. Strawbridge, as attorney-in-fact for James Wei 01/19/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares sold pursuant to that certain Purchase Agreement, dated as of January 12, 2017 by and among the Issuer, B. Riley & Co., LLC (the "Purchaser"), Worldview Technology Partners IV, L.P., Worldview Technology International IV, L.P. and Worldview Strategic Partners IV, L.P. (the "Purchase Agreement"). The Transaction closed on January 19, 2017. ( 2 )Pursuant to the Purchase Agreement, Worldview Technology Partners IV, L.P. sold to the Purchaser 2,799,531 shares of Common Stock of the Issuer, Worldview Technology International IV, L.P. sold to the Purchaser 454,814 shares of Common Stock of the Issuer and Worldview Strategic Partners IV, L.P sold to the Purchaser 20,655 shares of Common Stock of the Issuer. ( 3 )Shares held directly by Worldview Strategic Partners IV, L.P. ("Strategic IV"), Worldview Technology International IV, L.P. ("International IV") and Worldview Technology Partners IV, L.P. ("Technology IV" and, together with Strategic IV and International IV, the "Worldview IV Funds"). Worldview Capital IV, L.P., the general partner of each of the Worldview IV Funds, 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 the Worldview IV Funds. The Reporting Person, as a managing member of Worldview Equity I, L.L.C., may be deemed to share voting and dispositive power over the shares held by the Worldview IV Funds. The Reporting Person disclaims beneficial ownership of the shares held by the Worldview IV Funds, except to the extent of any pecuniary interest therein.

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