OOMA Ooma Inc

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer , a smaller reporting company or an emerging company .  See the definitions of “large accelerated filer,” “accelerated filer , ” “smaller reporting company , ” and “emerging growth company” in Rule 12b-2 of the Exchange Act.  (Check one):

Large accelerated filer ☐

Accelerated filer ☒

Non-accelerated filer ☐

(Do not check if a smaller reporting company)

Smaller reporting company ☐

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☒

CALCULATION OF REGISTRATION FEE

Title of Securities To Be Registered

Amount
to be Registered (1)

Proposed Maximum Offering Price Per Share

Proposed Maximum Aggregate Offering Price

Amount of Registration Fee

Common Stock, $0.0001 Par Value

382,000(2)

$9.37 (4)

$3,579,340.00

$445.63

Common Stock, $0.0001 Par Value

956,000(3)

$11.025 (5)

$10,539,900.00

$1,312.22

(1)Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “ Securities Act ”), this registration statement shall also cover any additional shares of the Registrant’s common stock that become issuable under the 2015 Employee Stock Purchase Plan (the “ ESPP ”) or the 2015 Equity Incentive Plan (the “ 2015 Plan ”) by reason of any stock dividend, stock split, recapitalization or similar transactions.

(2)Represents 382,000 additional shares of common stock reserved for future issuance under the evergreen provision of the ESPP.

(3)Represents 956,000 additional shares of common stock reserved for future issuance under the evergreen provision of the 2015 Plan.

(4)Estimated in accordance with Rules 457(c) and (h) under the Securities Act, solely for the purpose of computing the amount of the registration fee and is equal to 85% of $11.025, the average of the high and low sales price of a share of the registrant’s common stock as reported on The New York Stock Exchange on March 28, 2018.  Pursuant to the ESPP, shares are sold at 85% of the lesser of the fair market value of such shares on the first trading day of the offering period and the last trading day of the purchase period.

(5)Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and (h) promulgated under the Securities Act, based upon the average of the high and low prices of the registrant’s common stock as reported on the New York Stock Exchange on March 28, 2018.