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EDGAR Online, a division of Donnelley Financial Solutions

FORM 4

10/15/2020 M 408 (4) 2/10/2027 Common Stock 408.0 $0 16311 D Restricted Stock Unit (1) 10/15/2020 M 2396 (5) 1/31/2025 Common Stock 2396.0 $0 35939 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 ...

d54376cb-e81a-4bd8-9951-3b344ae1a8a7
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

OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person *

Gennaro Norman

(Last)

(First)

(Middle)

1019 MARKET STREET
(Street)

SAN FRANCISCO, CA 94103

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Zendesk, Inc. [ ZEN ]
3. Date of Earliest Transaction (MM/DD/YYYY)
10/15/2020

5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director

_____ 10% Owner

__X__ Officer (give title below) _____ Other (specify below)
President of Sales

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

1.Title of Security (Instr. 3)
Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

2. Trans. Date 2A. Deemed 3. Trans. Code Execution (Instr. 8) Date, if any

4. Securities Acquired (A) 5. Amount of Securities Beneficially Owned

or Disposed of (D)

Following Reported Transaction(s)

(Instr. 3, 4 and 5)

(Instr. 3 and 4)

10/15/2020 10/15/2020 10/15/2020 10/15/2020 10/15/2020 10/15/2020

Code M F M F M F

(A) or V Amount (D)

325

A

Price (1)

162 (2) 408

D $111.17

A

(1)

203 (2) 2396

D $111.17

A

(1)

1188 (2) D $111.17

23180 23018 23426 23223 25619 24431

6.

7. Nature

Ownership of Indirect

Form: Beneficial

Direct (D) Ownership

or Indirect (Instr. 4)

(I) (Instr.

4)

D

D

D

D

D

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

Restricted Stock

(1)

Unit

Restricted Stock

(1)

Unit

Restricted Stock

(1)

Unit

3. Trans. Date
10/15/2020 10/15/2020 10/15/2020

3A. Deemed 4. Trans. Execution Code Date, if any (Instr. 8)
Code M M M

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

6. Date Exercisable and 7. Title and Amount of

Expiration Date

Securities Underlying

Derivative Security

(Instr. 3 and 4)

V (A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

325

(3)

2/7/2026

Common Stock

325.0

408

(4)

2/10/2027

Common Stock

408.0

2396

(5)

1/31/2025

Common Stock

2396.0

8. Price of 9. Number of 10.

11. Nature

Derivative derivative Ownership of Indirect

Security Securities Form of Beneficial

(Instr. 5) Beneficially Derivative Ownership

Owned

Security: (Instr. 4)

Following Direct (D)

Reported

or Indirect

Transaction(s) (I) (Instr.

(Instr. 4)

4)

$0

8776

D

$0

16311

D

$0

35939

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) 1/4th of the shares issuable pursuant to the restricted stock units shall vest one year after the vesting commencement date of January 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.

Reporting Owners

Reporting Owner Name / Address

Relationships

Director 10% Owner Officer

Other

Gennaro Norman

1019 MARKET STREET

President of Sales

SAN FRANCISCO, CA 94103

Signatures /s/ Hasani Caraway via Power-of-Attorney for Norman Gennaro
**Signature of Reporting Person

10/16/2020
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.


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