Sec Form 4 Filing - STANG ERIC B @ OOMA INC - 2020-03-16

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
STANG ERIC B
2. Issuer Name and Ticker or Trading Symbol
OOMA INC [ OOMA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CEO and Pres.
(Last) (First) (Middle)
C/O OOMA, INC., 525 ALMANOR AVE., SUITE 200
3. Date of Earliest Transaction (MM/DD/YY)
03/16/2020
(Street)
SUNNYVALE, CA94085
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 03/16/2020 F( 1 ) 8,678 D $ 11.74 397,572 D
Common Stock 03/16/2020 S( 2 ) 8,129 ( 3 ) D $ 10.3995 ( 4 ) 389,443 D
Common Stock 03/16/2020 S( 2 ) 1,724 ( 3 ) D $ 11.0799 ( 5 ) 387,719 D
Common Stock 03/16/2020 S( 2 ) 19 ( 3 ) D $ 12.02 362,500 ( 6 ) D
Common Stock 967,611 ( 6 ) I By the Eric Stang & Pamela Stang TR UA 09/02/2004 Stang Family Trust ( 7 )
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
STANG ERIC B
C/O OOMA, INC.
525 ALMANOR AVE., SUITE 200
SUNNYVALE, CA94085
X CEO and Pres.
Signatures
/s/ Eric B. Stang 04/07/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares delivered by Reporting Person to Issuer in payment of the withholding tax liability upon vesting of the restricted stock units.
( 2 )THE REPORTING PERSON DID NOT SELL OR OTHERWISE DISPOSE OF ANY OF THE SHARES REPORTED ON THIS FORM 4 FOR ANY REASON OTHER THAN TO COVER REQUIRED TAXES RELATED TO THE VESTING OF RSUS. This is an exempt transaction pursuant to Section 16b-3(e) - payment of tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. All of the shares reported as disposed of on this line were relinquished by the Reporting Person and cancelled by the Issuer in exchange for the Issuer's agreement to pay federal and state tax withholding obligations of the Reporting Person resulting from the vesting of RSUs.
( 3 )Represents the aggregate of sales effected on the same day at different prices.
( 4 )Represents the weighted average sales price per share. The shares sold at prices ranging from $9.8899 to $10.8799 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.
( 5 )Represents the weighted average sales price per share. The shares sold at prices ranging from $10.88 to $11.6000 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.
( 6 )25,200 shares of the Company's Common Stock previously held directly by the reporting person were contributed by the reporting person to the Trust (as defined in Footnote 7).
( 7 )Shares held by the Eric Stang & Pamela Stang Trust U/A 09/02/2004 Stang Family Trust (the "Trust"). Voting and investment power over the shares held by the Trust is exercised by the reporting person, as one of the trustees.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(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).

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