Edgar Filing: VANGUARD VII L P

Ownership Submission

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 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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1. Name and Address of Reporting Person ^*

VANGUARD VII L P

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 VANGUARD VENTURES, P.O. BOX 20068

3. Date of Earliest Transaction (Month/Day/Year)
04/02/2012

(Street)

SAN JOSE, CA 95160

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

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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/02/2012		C		960,944	A	⁽¹⁾	960,944	D ⁽²⁾
Common Stock	04/02/2012		C		91,267	A	⁽¹⁾	91,267	I	By Vanguard VII-A, L.P. ⁽³⁾
Common Stock	04/02/2012		C		31,305	A	⁽¹⁾	31,305	I	By Vanguard VII Accredited Affiliates Fund, L.P. ⁽⁴⁾
Common Stock	04/02/2012		C		14,271	A	⁽¹⁾	14,271	I	By Vanguard VII Qualified Affiliates Fund, L.P. ⁽⁵⁾
Common Stock	04/02/2012		C		767,847	A	⁽⁶⁾	1,728,791	D ⁽²⁾
Common Stock	04/02/2012		C		72,927	A	⁽⁶⁾	164,194	I	By Vanguard VII-A, L.P. ⁽³⁾
Common Stock	04/02/2012		C		25,014	A	⁽⁶⁾	56,319	I	By Vanguard VII Accredited Affiliates Fund, L.P. ⁽⁴⁾
Common Stock	04/02/2012		C		11,403	A	⁽⁶⁾	25,674	I	By Vanguard VII Qualified Affiliates Fund, L.P. ⁽⁵⁾
Common Stock	04/02/2012		C		328,770	A	⁽⁶⁾	2,057,561	D ⁽²⁾
Common Stock	04/02/2012		C		31,225	A	⁽⁶⁾	195,419	I	By Vanguard VII-A, L.P. ⁽³⁾
Common Stock	04/02/2012		C		10,710	A	⁽⁶⁾	67,029	I	By Vanguard VII Accredited Affiliates Fund, L.P. ⁽⁴⁾
Common Stock	04/02/2012		C		4,882	A	⁽⁶⁾	30,556	I	By Vanguard VII Qualified Affiliates Fund, L.P. ⁽⁵⁾
Common Stock	04/02/2012		C		92,688	A	⁽⁶⁾	2,150,249	D ⁽²⁾
Common Stock	04/02/2012		C		8,803	A	⁽⁶⁾	204,222	I	By Vanguard VII-A, L.P. ⁽³⁾
Common Stock	04/02/2012		C		3,019	A	⁽⁶⁾	70,048	I	By Vanguard VII Accredited Affiliates Fund, L.P. ⁽⁴⁾
Common Stock	04/02/2012		C		1,376	A	⁽⁶⁾	31,932	I	By Vanguard VII Qualified Affiliates Fund, L.P. ⁽⁵⁾
Common Stock	04/02/2012		C		117,257	A	⁽⁶⁾	2,267,506	D ⁽²⁾
Common Stock	04/02/2012		C		11,136	A	⁽⁶⁾	215,358	I	By Vanguard VII-A, L.P. ⁽³⁾
Common Stock	04/02/2012		C		3,819	A	⁽⁶⁾	73,867	I	By Vanguard VII Accredited Affiliates Fund, L.P. ⁽⁴⁾
Common Stock	04/02/2012		C		1,741	A	⁽⁶⁾	33,673	I	By Vanguard VII Qualified Affiliates Fund, L.P. ⁽⁵⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series B Convertible Preferred Stock

⁽¹⁾

04/02/2012

524,986

⁽¹⁾

Common Stock

960,944

⁽¹⁾

D ⁽²⁾

Series B Convertible Preferred Stock

⁽¹⁾

04/02/2012

49,862

⁽¹⁾

Common Stock

91,267

⁽¹⁾

By Vanguard VII-A, L.P. ⁽³⁾

Series B Convertible Preferred Stock

⁽¹⁾

04/02/2012

17,103

⁽¹⁾

Common Stock

31,305

⁽¹⁾

By Vanguard VII Accredited Affiliates Fund, L.P. ⁽⁴⁾

Series B Convertible Preferred Stock

⁽¹⁾

04/02/2012

7,797

⁽¹⁾

Common Stock

14,271

⁽¹⁾

By Vanguard VII Qualified Affiliates Fund, L.P. ⁽⁵⁾

Series C Convertible Preferred Stock

⁽⁶⁾

04/02/2012

767,847

⁽⁶⁾

Common Stock

767,847

⁽⁶⁾

D ⁽²⁾

Series C Convertible Preferred Stock

⁽⁶⁾

04/02/2012

72,927

⁽⁶⁾

Common Stock

72,927

⁽⁶⁾

By Vanguard VII-A, L.P. ⁽³⁾

Series C Convertible Preferred Stock

⁽⁶⁾

04/02/2012

25,014

⁽⁶⁾

Common Stock

25,014

⁽⁶⁾

By Vanguard VII Accredited Affiliates Fund, L.P. ⁽⁴⁾

Series C Convertible Preferred Stock

⁽⁶⁾

04/02/2012

11,403

⁽⁶⁾

Common Stock

11,403

⁽⁶⁾

By Vanguard VII Qualified Affiliates Fund, L.P. ⁽⁵⁾

Series D Convertible Preferred Stock

⁽⁶⁾

04/02/2012

328,770

⁽⁶⁾

Common Stock

328,770

⁽⁶⁾

D ⁽²⁾

Series D Convertible Preferred Stock

⁽⁶⁾

04/02/2012

31,225

⁽⁶⁾

Common Stock

31,225

⁽⁶⁾

By Vanguard VII-A, L.P. ⁽³⁾

Series D Convertible Preferred Stock

⁽⁶⁾

04/02/2012

10,710

⁽⁶⁾

Common Stock

10,710

⁽⁶⁾

By Vanguard VII Accredited Affiliates Fund, L.P. ⁽⁴⁾

Series D Convertible Preferred Stock

⁽⁶⁾

04/02/2012

4,882

⁽⁶⁾

Common Stock

4,882

⁽⁶⁾

By Vanguard VII Qualified Affiliates Fund, L.P. ⁽⁵⁾

Series E Convertible Preferred Stock

⁽⁶⁾

04/02/2012

92,688

⁽⁶⁾

Common Stock

92,688

⁽⁶⁾

D ⁽²⁾

Series E Convertible Preferred Stock

⁽⁶⁾

04/02/2012

8,803

⁽⁶⁾

Common Stock

8,803

⁽⁶⁾

By Vanguard VII-A, L.P. ⁽³⁾

Series E Convertible Preferred Stock

⁽⁶⁾

04/02/2012

3,019

⁽⁶⁾

Common Stock

3,019

⁽⁶⁾

By Vanguard VII Accredited Affiliates Fund, L.P. ⁽⁴⁾

Series E Convertible Preferred Stock

⁽⁶⁾

04/02/2012

1,376

⁽⁶⁾

Common Stock

1,376

⁽⁶⁾

By Vanguard VII Qualified Affiliates Fund, L.P. ⁽⁵⁾

Series F Convertible Preferred Stock

⁽⁶⁾

04/02/2012

117,257

⁽⁶⁾

Common Stock

117,257

⁽⁶⁾

D ⁽²⁾

Series F Convertible Preferred Stock

⁽⁶⁾

04/02/2012

11,136

⁽⁶⁾

Common Stock

11,136

⁽⁶⁾

By Vanguard VII-A, L.P. ⁽³⁾

Series F Convertible Preferred Stock

⁽⁶⁾

04/02/2012

3,819

⁽⁶⁾

Common Stock

3,819

⁽⁶⁾

By Vanguard VII Accredited Affiliates Fund, L.P. ⁽⁴⁾

Series F Convertible Preferred Stock

⁽⁶⁾

04/02/2012

1,741

⁽⁶⁾

Common Stock

1,741

⁽⁶⁾

By Vanguard VII Qualified Affiliates Fund, L.P. ⁽⁵⁾

Series E Convertible Pref St Purchase Warrant (Right to Buy)

$ 6.61

04/02/2012

27,806

⁽⁷⁾

10/19/2015

Series E Convertible Preferred Stock ⁽⁶⁾

27,806

⁽⁶⁾

D ⁽²⁾

Common Stock Purchase Warrant (Right to Buy)

$ 6.61

04/02/2012

27,806

⁽⁷⁾

10/19/2015

Common Stock

27,806

⁽⁶⁾

27,806

D ⁽²⁾

Series E Convertible Pref St Purchase Warrant (Right to Buy)

$ 6.61

04/02/2012

2,641

⁽⁷⁾

10/19/2015

Series E Convertible Preferred Stock ⁽⁶⁾

2,641

⁽⁶⁾

By Vanguard VII-A, L.P. ⁽³⁾

Common Stock Purchase Warrant (Right to Buy)

$ 6.61

04/02/2012

2,641

⁽⁷⁾

10/19/2015

Common Stock

2,641

⁽⁶⁾

2,641

By Vanguard VII-A, L.P. ⁽³⁾

Series E Convertible Pref St Purchase Warrant (Right to Buy)

$ 6.61

04/02/2012

905

⁽⁷⁾

10/19/2015

Series E Convertible Preferred Stock ⁽⁶⁾

905

⁽⁶⁾

By Vanguard VII Accredited Affiliates Fund, L.P. ⁽⁴⁾

Common Stock Purchase Warrant (Right to Buy)

$ 6.61

04/02/2012

905

⁽⁷⁾

10/19/2015

Common Stock

905

⁽⁶⁾

905

By Vanguard VII Accredited Affiliates Fund, L.P. ⁽⁴⁾

Series E Convertible Pref St Purchase Warrant (Right to Buy)

$ 6.61

04/02/2012

413

⁽⁷⁾

10/19/2015

Series E Convertible Preferred Stock ⁽⁶⁾

413

⁽⁶⁾

By Vanguard VII Qualified Affiliates Fund, L.P. ⁽⁵⁾

Common Stock Purchase Warrant (Right to Buy)

$ 6.61

04/02/2012

413

⁽⁷⁾

10/19/2015

Common Stock

413

⁽⁶⁾

413

By Vanguard VII Qualified Affiliates Fund, L.P. ⁽⁵⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
VANGUARD VII L P C/O VANGUARD VENTURES P.O. BOX 20068 SAN JOSE, CA 95160		X

Signatures

/s/ Ken Shilling, by Power of Attorney for Vanguard VII Venture Partners, LLC, its general partner		04/04/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Each share of Series B Convertible Preferred Stock converted into 1.8304174 shares of common stock upon the completion of the Issuer's initial public offering and had no expiration date.
(2)	Shares are held directly by Vanguard VII, L.P. ("V7 LP").
(3)	Shares are held directly by Vanguard VII-A, L.P. ("V7A LP").
(4)	Shares are held directly by Vanguard VII Accredited Affiliates Fund, L.P. ("Accredited").
(5)	Shares are held directly by Vanguard VII Qualified Affiliates Fund, L.P. ("Qualified").
(6)	Each share of Series C, Series D, Series E and Series F Convertible Preferred Stock converted into one share of common stock upon the completion of the Issuer's initial public offering and had no expiration date.
(7)	Immediately exercisable.
Remarks: Donald F. Wood, Dan Eilers, Jack Gill, Tom McConnell, and Bob Ulrich are the managing members of Vanguard VII Venture Partners, LLC ("VVP"), which serves as the general partner to each of V7 LP, V7A LP, Accredited and Qualified (the "Vanguard V Funds"), and may be deemed to share voting and dispositive power over the shares held by the Vanguard Funds. The reporting person and the managing members disclaim the existence of a "group" and disclaim beneficial ownership of any securities except to the extent of their pecuniary interest in such securities. The filing of this report is not an admission that the Vanguard Funds, VVP or each of its managing members is the beneficial owner of these shares for purposes of Section 16 or for any other purpose. This report is one of two reports, each on a separate Form 4, but relating to the same transaction being filed by the Vanguard Funds and the managing members of VVP.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.