3/15/2021 ... stock units shall vest each month after the vesting commencement date of February 15, 2021, subject to the Reporting Person's continuous service ...
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 or Section 30(h) of the Investment Company Act of 1940 OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5 1. Name and Address of Reporting Person * 2. Issuer Name and Ticker or Trading Symbol 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) McDermott Adrian (Last) (First) 989 MARKET STREET (Street) SAN FRANCISCO, CA 94103 (City) (State) (Middle) (Zip) Zendesk, Inc. [ ZEN ] 3. Date of Earliest Transaction (MM/DD/YYYY) 3/15/2021 4. If Amendment, Date Original Filed (MM/DD/YYYY) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President of Products 6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person 1.Title of Security (Instr. 3) Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock 2. Trans. Date Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 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) 3/15/2021 3/15/2021 3/15/2021 3/15/2021 3/15/2021 3/15/2021 3/15/2021 3/15/2021 3/15/2021 3/15/2021 Code M F M F M F M F M F V Amount (A) or (D) 505 A Price (1) 251 (2) D $134.87 407 A (1) 202 (2) D $134.87 295 A (1) 147 (2) D $134.87 234 A (1) 117 (2) D $134.87 458 A (1) 228 (2) D $134.87 83918 83667 84074 83872 84167 84020 84254 84137 84595 84367 6. 7. Nature Ownership of Indirect Form: Beneficial Direct (D) Ownership or Indirect (Instr. 4) (I) (Instr. 4) D D D D D D D D D D 1. Title of Derivate Security (Instr. 3) Restricted Stock Unit Restricted Stock Unit Restricted Stock Unit Restricted Stock Unit Restricted Stock Unit 2. Conversion or Exercise 3. Trans. Date Price of Derivative Security (1) 3/15/2021 (1) 3/15/2021 (1) 3/15/2021 (1) 3/15/2021 (1) 3/15/2021 Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 3A. Deemed Execution 4. Trans. Code Date, if any (Instr. 8) 5. Number of Derivative Securities Acquired (A) 6. Date Exercisable and Expiration 7. Title and Amount of Securities Underlying Derivative Security or Disposed of (D) Date (Instr. 3 and 4) (Instr. 3, 4 and 5) 8. Price of Derivative Security (Instr. 5) Date Exercisable Expiration Date Title Amount or Number of Shares Code V (A) (D) M 505 (3) 2/7/2026 Common Stock 505.0 $0 M 407 (4) 2/10/2027 Common Stock 407.0 $0 M 295 (5) 2/8/2028 Common Stock 295.0 $0 M 234 (6) 5/9/2024 Common Stock 234.0 $0 M 458 (7) 2/8/2025 Common Stock 458.0 $0 9. Number of 10. 11. Nature derivative Ownership of Indirect Securities Form of Beneficial Beneficially Derivative Ownership Owned Security: (Instr. 4) Following Direct (D) Reported or Indirect Transaction(s) (I) (Instr. (Instr. 4) 4) 11092 D 14273 D 13872 D 467 D 4584 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) 1/48th of the shares issuable pursuant to the restricted stock units shall vest each month after the vesting commencement date of January 15, 2019, 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) 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. (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, 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. (6) 1/48th of the shares issuable pursuant to the restricted stock units shall vest each month after the vesting commencement date of May 15, 2017, 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. (7) 1/48th of the shares issuable pursuant to the restricted stock units shall vest each month after the vesting commencement date of January 15, 2018, 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. Remarks: Exhibit 24 - Power of Attorney Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other McDermott Adrian 989 MARKET STREET President of Products SAN FRANCISCO, CA 94103 Signatures /s/ Steven Chen via Power-of-Attorney for Adrian McDermott **Signature of Reporting Person 3/17/2021 Date Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * 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). Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. 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. LIMITED POWER OF ATTORNEY The undersigned hereby constitutes and appoints each of Mikkel Svane, Shanti Ariker, John Geschke, Steven Chen, and Bradley C. Weber, signing singly, and with full power of substitution, the under signeds true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigneds capacity as an officer and/or director of Zendesk, Inc., a Delaware corporation (theCompany), from time to time the following U.S. Securities and Exchange Commission (SEC) forms: (i) Form ID, including any attached documents (such as Update Passphrase Authentication), to effect the assignment of codes to the undersigned to be used in the transmission of information to the SEC using the EDGAR System; (ii) Form 3, Initi al Statement of Beneficial Ownership of Securities, including any attached documents; (iii) Form 4, Statement of Changes in Beneficial Ownership of Securities, including any attached documents; (i v) Form 5, Annual Statement of Beneficial Ownership of Securities in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder, including any attac hed documents; (v) Schedules 13D and 13G; and (vi) amendments of each thereof, in accordance with the Securities Exchange Act of 1934, as amended, and the rules thereunder, including any attached documents; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, Schedule 13D or 13G, or any amendment(s) t hereto, and timely file such form(s) with the SEC and any securities exchange, national association or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain s uch terms and conditions as such attorney-in-fact may approve in such attorney-in-facts discretion. The undersigned hereby grants to each such attorney-in-fact, acting singly, full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be d one in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-facts substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power o f Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assum ing, nor is the Company assuming, any of the undersigneds responsibilities to comply with Section 16orRegulation13D-G of the Securities Exchange Act of 1934, as amended. The undersigned hereby agr ees to indemnify the attorney-in-fact and the Company from and against any demand, damage, loss, cost or expense arising from any false or misleading information provided by the undersigned to the attorney-in-fact. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file such forms with respect to the undersigneds holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. This Power of Attorney supersedes any prior power of attorney in connection wi th the undersigneds capacity as an officer and/or director of the Company. ThisPower of Attorney shall expire as to any individual attorney-in-fact if such attorney-in-fact ceases to be an executi ve officer or employee of, or serve as outside counsel to, the Company. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of February 23, 2021. /s/ Adrian McDermottEDGAR PDF Generator EDGAR PDF Generator