SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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1. Name and Address of Reporting Person*
Mann Russell

(Last) (First) (Middle)
C/O OOMA, INC.
1880 EMBARCADERO ROAD

(Street)
PALO ALTO CA 94303

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
07/16/2015
3. Issuer Name and Ticker or Trading Symbol
OOMA INC [ OOMA ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of 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
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 0 D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) (1) 09/17/2019 Common Stock 41,859 0.9 D
Stock Option (right to buy) (1) 04/21/2023 Common Stock 12,500 0.22 D
Stock Option (right to buy) (2) 12/16/2023 Common Stock 5,000 0.22 D
Stock Option (right to buy) (3) 01/05/2025 Common Stock 12,500 6.04 D
Explanation of Responses:
1. The option is fully vested and exercisable.
2. 1/48th of the option will vest on the one month anniversary of 12/17/2013 and 1/48th of the option shall vest monthly thereafter. The option is immediately exercisable.
3. 1/24th of the option will vest and become exercisable on the one month anniversary of 3/01/2015 and 1/24th of the option shall vest monthly thereafter.
Remarks:
/s/ Spencer D. Jackson, as attorney-in-fact for Russell Mann 07/16/2015
** Signature of Reporting Person Date
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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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POWER OF ATTORNEY

The undersigned as a Section 16 reporting person of Ooma, Inc. (the "Company"),
hereby constitutes and appoints Spencer D. Jackson and Orrick, Herrington &
Sutcliffe LLP, and each of them, the undersigned's true and lawful attorney in
fact to:

(1)	prepare and execute in the undersigned's name and on the undersigned's
behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") a
Form ID, including amendments thereto, and any other documents necessary or
appropriate to obtain codes and passwords enabling the undersigned to make
electronic filings with the SEC of reports required by Section 16(a) of the
Securities Exchange Act of 1934 and the rules and regulations thereunder as
amended from time to time (the "Exchange Act");

(2)	execute, deliver and file for and on behalf of the undersigned, in the
undersigned's capacity as an officer and/or director of  the Company, Forms 3,
4, and 5 in accordance with Section 16(a) of the Exchange Act;

(3)	do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Form 3, 4, or 5,
complete and execute any amendment or amendments thereto, and timely file such
form with the SEC and any stock exchange or similar authority;

(4)	seek or obtain, as the undersigned's representative and on the undersigned's
behalf, information on transactions in the Company's securities from any third
party, including brokers, employee benefit plan administrators and trustees, and
the undersigned hereby authorizes any  such person to release any such
information to the undersigned and approves and ratifies any such release of
information; and

(5)	take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney in fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney in fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney in fact may approve in such
attorney in fact's discretion.
The undersigned hereby grants to each such attorney in fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney in fact, or such attorney
in fact's substitute or substitutes, shall lawfully do or cause to be done by
virtue of this power of attorney and the rights and powers herein granted.  The
undersigned acknowledges that the foregoing attorneys in fact, in serving in
such capacity at the request of the undersigned, are not assuming, nor is the
Company assuming, any of the undersigned's responsibilities to comply with
Section 16 of the Exchange Act.  The undersigned further acknowledges and agrees
that the attorney-in-fact and the Company are relying on written and oral
information provided by the undersigned to complete such forms and the
undersigned is responsible for reviewing the completed forms prior to their
filing.  The attorney-in-fact and the Company are not responsible for any errors
or omissions in such filings.  The attorney-in-fact and the Company are not
responsible for determining whether or not the transactions reported could be
matched with any other transactions for the purpose of determining liability for
short-swing profits under Section 16(b).

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms ID, 3, 4, and 5 with respect to
the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing delivered
to the Company and the foregoing attorneys in fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 16th day of July, 2015.

Signature
/s/ Russell Mann
Print Name
Russell Mann