Ownership Submission
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, 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Parker Sean N.
 2. Date of Event Requiring Statement (Month/Day/Year)
07/16/2015		 3. Issuer Name and Ticker or Trading Symbol
OOMA INC [OOMA]
(Last)
(First)
(Middle)
C/O OOMA, INC., 1880 EMBARCADERO ROAD		 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 Original Filed(Month/Day/Year)
(Street)

PALO ALTO, CA 94303		 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 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 3,750
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: 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
Series Alpha Convertible Preferred Stock   (1)   (1) Common Stock 42,667 $ (1) D  
Series Beta Convertible Preferred Stock   (2)   (2) Common Stock 23,581 $ (2) I By SNP Ventures, LP. (3)
Stock Option (right to buy)   (4) 09/16/2019 Common Stock 17,179 $ 0.9 D  
Stock Option (right to buy)   (5) 06/02/2025 Common Stock 35,000 $ 14.96 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Parker Sean N.
C/O OOMA, INC.
1880 EMBARCADERO ROAD
PALO ALTO, CA 94303		   X      

Signatures

/s/ Spencer D. Jackson, as attorney-in-fact for Sean N. Parker 07/16/2015
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The Series Alpha Convertible Preferred Stock is convertible into the issuer's common stock on a one-for-one basis and has no expiration date. It will automatically convert into common stock upon the closing of the issuer's initial public offering.
(2) The Series Beta convertible preferred stock is convertible into the issuer's common stock on a one-for-one basis unless $21.2028 is greater than 75% of the offering price per share, in which case each share of Series Beta convertible preferred stock is convertible into that number of shares of common stock equal to the ratio of $21.2028 divided by 75% of the offering price per share. No fractional shares of common stock will be issued upon conversion of Series Beta preferred stock. The Series Beta preferred stock has no expiration date and will automatically convert into common stock upon the closing of the issuer's initial public offering.
(3) Mr. Parker is an affiliate of SNP Ventures Fund LP and a beneficial owner of the shares.
(4) The option is fully vested and exercisable.
(5) 1/48th of the option will vest on the one month anniversary of 3/1/2015 and 1/48th of the option shall vest monthly thereafter. The option is immediately exercisable.

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