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2cdb942f-8972-4c85-bc57-06c449f8d471 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 *
Titterton Jeffrey J
(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)
9/15/2020
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
_____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Marketing Officer
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 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)
9/15/2020 9/15/2020 9/15/2020 9/15/2020 9/15/2020 9/15/2020 9/15/2020 9/15/2020
Code M F M F M F M F
(A) or V Amount (D)
236
A
Price (1)
118 (2) 271
D $96.81
A
(1)
135 (2) 1250
D $96.81
A
(1)
620 (2) 292
D $96.81
A
(1)
145 (2) D $96.81
7990 7872 8143 8008 9258 8638 8930 8785
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
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
Restricted Stock
(1)
Unit
3. Trans. Date
9/15/2020 9/15/2020 9/15/2020 9/15/2020
3A. Deemed 4. Trans. Execution Code Date, if any (Instr. 8)
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)
Code V (A)
(D)
Date Exercisable
Expiration Date
Title
Amount or Number of Shares
M
236
(3)
2/7/2026
Common Stock
236.0
M
271
(4)
2/10/2027
Common Stock
271.0
M
1250
(5)
8/1/2024
Common Stock
1250.0
M
292
(6)
2/8/2025
Common Stock
292.0
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
6592
D
$0
11147
D
$0
10001
D
$0
4667
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 May 15, 2017 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.
(6) Restricted stock units vests ratably monthly over 48 months from vesting commencement date of January 15, 2018 subject to cliff vesting for all months prior to the one year anniversary of May 15, 2017.
Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer
Other
Titterton Jeffrey J
1019 MARKET STREET
Chief Marketing Officer
SAN FRANCISCO, CA 94103
Signatures /s/ Hasani Caraway via Power-of-Attorney for Jeff J. Titterton
**Signature of Reporting Person
9/17/2020
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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