Edgar Filing: VOCERA COMMUNICATIONS, INC.

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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

RRE Ventures GP II, LLC

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)

130 EAST 59TH STREET, 17TH FLOOR

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

(Street)

NEW YORK, NY 10022

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

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 (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		314,759	A	⁽¹⁾	314,759	I	by RRE Ventures II, L.P. ⁽²⁾
Common Stock	04/02/2012		C		55,062	A	⁽¹⁾	55,062	I	By RRE Ventures Fund II, L.P. ⁽³⁾
Common Stock	04/02/2012		C		393,406	A	⁽⁴⁾	708,165	I	By RRE Ventures II, L.P. ⁽²⁾
Common Stock	04/02/2012		C		68,820	A	⁽⁴⁾	123,882	I	By RRE Ventures Fund II, L.P. ⁽³⁾
Common Stock	04/02/2012		C		754,133	A	⁽¹⁾	1,462,298	I	By RRE Ventures II, L.P. ⁽²⁾
Common Stock	04/02/2012		C		131,831	A	⁽¹⁾	255,713	I	By RRE Ventures Fund II, L.P. ⁽³⁾
Common Stock	04/02/2012		C		285,577	A	⁽¹⁾	1,747,875	I	By RRE Ventures II, L.P. ⁽²⁾
Common Stock	04/02/2012		C		49,922	A	⁽¹⁾	305,635	I	By RRE Ventures Fund II, L.P. ⁽³⁾
Common Stock	04/02/2012		C		78,738	A	⁽¹⁾	1,826,613	I	By RRE Ventures II, L.P. ⁽²⁾
Common Stock	04/02/2012		C		13,768	A	⁽¹⁾	319,403	I	By RRE Ventures Fund II, L.P. ⁽³⁾
Common Stock	04/02/2012		C		57,005	A	⁽¹⁾	1,883,618	I	By RRE Ventures II, L.P. ⁽²⁾
Common Stock	04/02/2012		C		9,972	A	⁽¹⁾	329,375	I	By RRE Ventures Fund II, L.P. ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 A Convertible Preferred Stock

⁽¹⁾

04/02/2012

314,759

⁽¹⁾

Common Stock

314,759

⁽¹⁾

By RRE Ventures II, L.P. ⁽²⁾

Series A Convertible Preferred Stock

⁽¹⁾

04/02/2012

55,062

⁽¹⁾

Common Stock

55,062

⁽¹⁾

By RRE Ventures Fund II, L.P. ⁽³⁾

Series B Convertible Preferred Stock

⁽⁴⁾

04/02/2012

214,927

⁽⁴⁾

Common Stock

393,406

⁽⁴⁾

By RRE Ventures II, L.P. ⁽²⁾

Series B Convertible Preferred Stock

⁽⁴⁾

04/02/2012

37,598

⁽⁴⁾

Common Stock

68,820

⁽⁴⁾

By RRE Ventures Fund II, L.P. ⁽³⁾

Series C Convertible Preferred Stock

⁽¹⁾

04/02/2012

754,133

⁽¹⁾

Common Stock

754,133

⁽¹⁾

By RRE Ventures II, L.P. ⁽²⁾

Series C Convertible Preferred Stock

⁽¹⁾

04/02/2012

131,831

⁽¹⁾

Common Stock

131,831

⁽¹⁾

By RRE Ventures Fund II, L.P. ⁽³⁾

Series D Convertible Preferred Stock

⁽¹⁾

04/02/2012

285,577

⁽¹⁾

Common Stock

285,577

⁽¹⁾

By RRE Ventures II, L.P. ⁽²⁾

Series D Convertible Preferred Stock

⁽¹⁾

04/02/2012

49,922

⁽¹⁾

Common Stock

49,922

⁽¹⁾

By RRE Ventures Fund II, L.P. ⁽³⁾

Series E Convertible Preferred Stock

⁽¹⁾

04/02/2012

78,738

⁽¹⁾

Common Stock

78,738

⁽¹⁾

By RRE Ventures II, L.P. ⁽²⁾

Series E Convertible Preferred Stock

⁽¹⁾

04/02/2012

13,768

⁽¹⁾

Common Stock

13,768

⁽¹⁾

By RRE Ventures Fund II, L.P. ⁽³⁾

Series F Convertible Preferred Stock

⁽¹⁾

04/02/2012

57,005

⁽¹⁾

Common Stock

57,005

⁽¹⁾

By RRE Ventures II, L.P. ⁽²⁾

Series F Convertible Preferred Stock

⁽¹⁾

04/02/2012

9,972

⁽¹⁾

Common Stock

9,972

⁽¹⁾

By RRE Ventures Fund II, L.P. ⁽³⁾

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

$ 6.61

04/02/2012

23,621

⁽⁵⁾

10/19/2015

Series E Convertible Preferred Stock ⁽¹⁾

23,621

⁽¹⁾

By RRE Ventures II, L.P. ⁽²⁾

Common Stock Purchase Warrant (Right to Buy)

$ 6.61

04/02/2012

23,621

⁽⁵⁾

10/19/2015

Common Stock

23,621

⁽¹⁾

23,621

By RRE Ventures II, L.P. ⁽²⁾

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

$ 6.61

04/02/2012

4,130

⁽⁵⁾

10/19/2015

Series E Convertible Preferred Stock ⁽¹⁾

4,130

⁽¹⁾

By RRE Ventures Fund II, L.P. ⁽³⁾

Common Stock Purchase Warrant (Right to Buy)

$ 6.61

04/02/2012

4,130

⁽⁵⁾

10/19/2015

Common Stock

4,130

⁽¹⁾

4,130

By RRE Ventures Fund II, L.P. ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
RRE Ventures GP II, LLC 130 EAST 59TH STREET 17TH FLOOR NEW YORK, NY 10022		X
RRE Ventures II, LP 130 EAST 59TH STREET 17TH FLOOR NEW YORK, NY 10022		X
RRE Ventures Fund II, LP 130 EAST 59TH STREET 17TH FLOOR NEW YORK, NY 10022		X

Signatures

/s/ Andrew Zalasin, Member		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 A, 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.
(2)	RRE Ventures GP II, LLC ("RRE GP") is the sole general partner of RRE Ventures II, L.P. James D. Robinson III, James D. Robinson IV, Stuart J. Ellman, and Andrew L. Zalasin are members of RRE GP and may be deemed to have shared voting and investment control with respect to these shares. Each of RRE GP and Messrs. Robinson III, Robinson IV, Ellman, and Zalasin disclaim beneficial ownership of these shares except to the extent of its or his pecuniary interest therein.
(3)	RRE GP is the sole general partner of RRE Ventures Fund II, L.P. James D. Robinson III, James D. Robinson IV, Stuart J. Ellman, and Andrew L. Zalasin are members of RRE GP and may be deemed to have shared voting and investment control with respect to these shares. Each of RRE GP and Messrs. Messrs. Robinson III, Robinson IV, Ellman, and Zalasin disclaim beneficial ownership of these shares except to the extent of its or his pecuniary interest therein.
(4)	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.
(5)	Immediately exercisable.

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