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)
04/04/2012

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		X		103,115	A	$ 17.81	2,370,621	D ⁽¹⁾
Common Stock	04/02/2012		X		9,795	A	$ 17.81	225,153	I	By Vanguard VII-A, L.P. ⁽²⁾
Common Stock	04/02/2012		X		3,359	A	$ 17.81	77,226	I	By Vanguard VII Accredited Affiliates Fund, L.P. ⁽³⁾
Common Stock	04/02/2012		X		1,531	A	$ 17.81	35,204	I	By Vanguard VII Qualified Affiliates Fund, L.P. ⁽⁴⁾

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

Call Option (Right to Buy)

$ 17.81

04/02/2012

04/03/2012

Common Stock

138,605

⁽⁵⁾

D ⁽¹⁾ ⁽⁵⁾

Call Option (Right to Buy)

$ 17.81

04/02/2012

04/03/2012

Common Stock

13,163

⁽⁵⁾

By Vanguard VII-A, L.P. ⁽²⁾ ⁽⁵⁾

Call Option (Right to Buy)

$ 17.81

04/02/2012

04/03/2012

Common Stock

4,515

⁽⁵⁾

By Vanguard Accredited Affiliates Fund, L.P. ⁽³⁾ ⁽⁵⁾

Call Option (Right to Buy)

$ 17.81

04/02/2012

04/03/2012

Common Stock

2,058

⁽⁵⁾

By Vanguard Qualified Affiliates Fund, L.P. ⁽⁴⁾ ⁽⁵⁾

Put Option (Obligation to Buy)

$ 17.81

04/02/2012

138,605

04/02/2012

04/03/2012

Common Stock

138,605

⁽⁶⁾

138,605

D ⁽¹⁾ ⁽⁶⁾

Put Option (Obligation to Buy)

$ 17.81

04/02/2012

13,163

04/02/2012

04/03/2012

Common Stock

13,163

⁽⁶⁾

13,163

By Vanguard VII-A, L.P. ⁽²⁾ ⁽⁶⁾

Put Option (Obligation to Buy)

$ 17.81

04/02/2012

4,515

04/02/2012

04/03/2012

Common Stock

4,515

⁽⁶⁾

4,515

By Vanguard Accredited Affiliates Fund, L.P. ⁽³⁾ ⁽⁶⁾

Put Option (Obligation to Buy)

$ 17.81

04/02/2012

2,058

04/02/2012

04/03/2012

Common Stock

2,058

⁽⁶⁾

2,058

By Vanguard Qualified Affiliates Fund, L.P. ⁽⁴⁾ ⁽⁶⁾

Put Option (Obligation to Buy)

$ 17.81

04/02/2012

138,605

04/02/2012

04/03/2012

Common Stock

138,605

⁽⁶⁾

D ⁽¹⁾ ⁽⁶⁾

Put Option (Obligation to Buy)

$ 17.81

04/02/2012

13,163

04/02/2012

04/03/2012

Common Stock

13,163

⁽⁶⁾

By Vanguard VII-A, L.P. ⁽²⁾ ⁽⁶⁾

Put Option (Obligation to Buy)

$ 17.81

04/02/2012

4,515

04/02/2012

04/03/2012

Common Stock

4,515

⁽⁶⁾

By Vanguard Accredited Affiliates Fund, L.P. ⁽³⁾ ⁽⁶⁾

Put Option (Obligation to Buy)

$ 17.81

04/02/2012

2,058

04/02/2012

04/03/2012

Common Stock

2,058

⁽⁶⁾

By Vanguard Qualified Affiliates Fund, L.P. ⁽⁴⁾ ⁽⁶⁾

Stock Option (Right to Buy)

$ 0.3

04/02/2012

15,240

⁽⁷⁾⁽⁸⁾

05/15/2012

Common Stock

15,240

$ 0

15,240

D ⁽¹⁾

Stock Option (Right to Buy)

$ 0.3

04/02/2012

1,447

⁽⁷⁾⁽⁸⁾

05/15/2012

Common Stock

1,447

$ 0

1,447

By Vanguard VII-A, L.P. ⁽²⁾

Stock Option (Right to Buy)

$ 0.3

04/02/2012

497

⁽⁷⁾⁽⁸⁾

05/15/2012

Common Stock

497

$ 0

497

By Vanguard VII Accredited Affiliates Fund, L.P. ⁽³⁾

Stock Option (Right to Buy)

$ 0.3

04/02/2012

226

⁽⁷⁾⁽⁸⁾

05/15/2012

Common Stock

226

$ 0

226

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

Stock Option (Right to Buy)

$ 1.08

04/02/2012

5,035

⁽⁷⁾⁽⁸⁾

01/26/2015

Common Stock

5,035

$ 0

5,035

D ⁽¹⁾

Stock Option (Right to Buy)

$ 1.08

04/02/2012

478

⁽⁷⁾⁽⁸⁾

01/26/2015

Common Stock

478

$ 0

478

By Vanguard VII-A, L.P. ⁽²⁾

Stock Option (Right to Buy)

$ 1.08

04/02/2012

164

⁽⁷⁾⁽⁸⁾

01/26/2015

Common Stock

164

$ 0

164

By Vanguard VII Accredited Affiliates Fund, L.P. ⁽³⁾

Stock Option (Right to Buy)

$ 1.08

04/02/2012

⁽⁷⁾⁽⁸⁾

01/26/2015

Common Stock

$ 0

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

Stock Option (Right to Buy)

$ 1.08

04/02/2012

4,564

⁽⁷⁾⁽⁸⁾

01/26/2016

Common Stock

4,564

$ 0

4,564

D ⁽¹⁾

Stock Option (Right to Buy)

$ 1.08

04/02/2012

433

⁽⁷⁾⁽⁸⁾

01/26/2016

Common Stock

433

$ 0

433

By Vanguard VII-A, L.P. ⁽²⁾

Stock Option (Right to Buy)

$ 1.08

04/02/2012

149

⁽⁷⁾⁽⁸⁾

01/26/2016

Common Stock

149

$ 0

149

By Vanguard VII Accredited Affiliates Fund, L.P. ⁽³⁾

Stock Option (Right to Buy)

$ 1.08

04/02/2012

⁽⁷⁾⁽⁸⁾

01/26/2016

Common Stock

$ 0

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

Stock Option (Right to Buy)

$ 1.08

04/02/2012

10,649

⁽⁷⁾⁽⁸⁾

07/27/2016

Common Stock

10,649

$ 0

10,649

D ⁽¹⁾

Stock Option (Right to Buy)

$ 1.08

04/02/2012

1,011

⁽⁷⁾⁽⁸⁾

07/27/2016

Common Stock

1,011

$ 0

1,011

By Vanguard VII-A, L.P. ⁽²⁾

Stock Option (Right to Buy)

$ 1.08

04/02/2012

347

⁽⁷⁾⁽⁸⁾

07/27/2016

Common Stock

347

$ 0

347

By Vanguard VII Accredited Affiliates Fund, L.P. ⁽³⁾

Stock Option (Right to Buy)

$ 1.08

04/02/2012

158

⁽⁷⁾⁽⁸⁾

07/27/2016

Common Stock

158

$ 0

158

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

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		05/14/2012
^**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)	Shares are held directly by Vanguard VII, L.P. ("V7 LP").
(2)	Shares are held directly by Vanguard VII-A, L.P. ("V7A LP").
(3)	Shares are held directly by Vanguard VII Accredited Affiliates Fund, L.P. ("Accredited").
(4)	Shares are held directly by Vanguard VII Qualified Affiliates Fund, L.P. ("Qualified").
(5)	Consists of the option to purchase from Robert Shostak of an aggregate of (i) 103,115 shares of Common Stock and options to purchase 35,488 shares of Common Stock, (ii) 9,795 shares of Common Stock and options to purchase 3,369 shares of Common Stock, (iii) 3,359 shares of Common Stock and options to purchase 1,158 shares of Common Stock, and (iv) 1,531 shares of Common Stock and options to purchase 527 shares of Common Stock by V7 LP, V7A LP, Accredited, and Qualified, respectively, at a per share price of $17.81 subject to that certain Put and Call Agreement with Dr. Shostak, as amended, as disclosed in the issuer's Form S-1, incorporated herein by reference (the "Put/Call Agreement").
(6)	Consists of the obligation to purchase from Robert Shostak of an aggregate of (i) 103,115 shares of Common Stock and options to purchase 35,488 shares of Common Stock, (ii) 9,795 shares of Common Stock and options to purchase 3,369 shares of Common Stock, (iii) 3,359 shares of Common Stock and options to purchase 1,158 shares of Common Stock, and (iv) 1,531 shares of Common Stock and options to purchase 527 shares of Common Stock by V7 LP, V7A LP, Accredited, and Qualified, respectively, at a per share price of $17.81 subject to the Put/Call Agreement.
(7)	Immediately exercisable.
(8)	The stock option grant is fully vested.
Remarks: This Form 4/A amends the Form 4 filed by the reporting person on April 4, 2012. Such Form 4 omitted transactions pertaining to the Put/Call Agreement. 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.

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