Statement of Changes in Beneficial Ownership (4)
December 17 2021 - 04:13PM
Edgar (US Regulatory)
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
|
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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 *
Johnson InaMarie |
2. Issuer Name and Ticker or Trading
Symbol Zendesk, Inc. [ ZEN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)_____
Director _____
10% Owner
__X__ Officer (give title
below) _____ Other
(specify below)
Chief People & Diversity Off. |
(Last)
(First)
(Middle)
989 MARKET STREET |
3. Date of Earliest Transaction (MM/DD/YYYY)
12/15/2021
|
(Street)
SAN FRANCISCO, CA 94103
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
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 Acquired, Disposed of, or
Beneficially Owned
|
1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. 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) |
Code |
V |
Amount |
(A) or (D) |
Price |
Common Stock |
12/15/2021 |
|
M |
|
1146 |
A |
(1) |
30227 |
D |
|
Common Stock |
12/15/2021 |
|
F |
|
569 (2) |
D |
$100.25 |
29658 |
D |
|
Common Stock |
12/15/2021 |
|
M |
|
271 |
A |
(1) |
29929 |
D |
|
Common Stock |
12/15/2021 |
|
F |
|
135 (2) |
D |
$100.25 |
29794 |
D |
|
Common Stock |
12/15/2021 |
|
M |
|
238 |
A |
(1) |
30032 |
D |
|
Common Stock |
12/15/2021 |
|
F |
|
119 (2) |
D |
$100.25 |
29913 |
D |
|
Common Stock |
12/15/2021 |
|
M |
|
147 |
A |
(1) |
30060 |
D |
|
Common Stock |
12/15/2021 |
|
F |
|
73 (2) |
D |
$100.25 |
29987 |
D |
|
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. 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 |
7. Title and Amount of Securities Underlying
Derivative Security
(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 |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Restricted Stock Unit |
(1) |
12/15/2021 |
|
M |
|
|
1146 |
(3) |
7/27/2025 |
Common Stock |
1146.0 |
$0 |
6876 |
D |
|
Restricted Stock Unit |
(1) |
12/15/2021 |
|
M |
|
|
271 |
(4) |
2/7/2026 |
Common Stock |
271.0 |
$0 |
3521 |
D |
|
Restricted Stock Unit |
(1) |
12/15/2021 |
|
M |
|
|
238 |
(5) |
2/10/2027 |
Common Stock |
238.0 |
$0 |
6185 |
D |
|
Restricted Stock Unit |
(1) |
12/15/2021 |
|
M |
|
|
147 |
(6) |
2/8/2028 |
Common Stock |
147.0 |
$0 |
5609 |
D |
|
Explanation of
Responses: |
(1) |
Restricted stock units
convert into common stock on a one-for-one basis. |
(2) |
Represents the number of
shares withheld by the Issuer in satisfaction of tax withholding
obligations in connection with the vesting of the restricted stock
units listed in Table II. Such withholding is mandated by an
election of the Issuer made in advance and does not represent a
discretionary trade by the Reporting Person. |
(3) |
1/4th of the shares issuable
pursuant to the restricted stock units shall vest one year after
the vesting commencement date of June 15, 2018 and an additional
1/48th of the shares issuable pursuant to the restricted stock
units shall vest each month thereafter, subject to the Reporting
Person's continuous service to the Issuer on each such date.
Unvested shares are subject to acceleration upon the occurrence of
certain events. |
(4) |
Restricted stock units vests
ratably monthly over 48 months from vesting commencement date of
January 15, 2019 subject to cliff vesting for all months prior to
the one year anniversary of June 11, 2018. |
(5) |
1/48th of the shares
issuable pursuant to the restricted stock units shall vest each
month after the vesting commencement date of February 15, 2020,
subject to the Reporting Person's continuous service to the Issuer
on each such date. Unvested shares are subject to acceleration upon
the occurrence of certain events. |
(6) |
1/48th of the shares
issuable pursuant to the restricted stock units shall vest each
month after the vesting commencement date of February 15, 2021,
subject to the Reporting Person's continuous service to the Issuer
on each such date. Unvested shares are subject to acceleration upon
the occurrence of certain events. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Johnson InaMarie
989 MARKET STREET
SAN FRANCISCO, CA 94103 |
|
|
Chief People & Diversity Off. |
|
Signatures
|
/s/ Steven Chen via Power-of-Attorney for
InaMarie Johnson |
|
12/17/2021 |
**Signature of
Reporting Person |
Date |
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