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 *
  STANG ERIC B
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
__X__ Officer (give title below) _____ Other (specify below)
CEO and Pdt
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 757,704
D
 
Common Stock 147,189
I
By the Stang Family 2014 Grantor Retained Annuity Trust (1)

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
Employee Stock Option (right to buy)   (2) 01/05/2025 Common Stock 190,000 $ 6.04 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
STANG ERIC B
C/O OOMA, INC.
1880 EMBARCADERO ROAD
PALO ALTO, CA 94303
  X     CEO and Pdt  

Signatures

/s/ Spencer D. Jackson, as attorney-in-fact for Eric B. Stang 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) Shares held by the Stang Family 2014 Grantor Retained Annuity Trust. Mr. Stang holds voting and dispositive power with respect to the shares held of record by this entity.
(2) 1/24th of the option will vest and become exercisable on the one month anniversary of 1/1/2016 and 1/24th of the option shall vest and become exercisable monthly thereafter.

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