SEC Form 4 · accession 0001012975-15-000144

Zendesk, Inc. · ZEN

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1Represents a pro rata distribution from Charles River Partnership XIII, LP ("CRP XIII LP") to its partners for no consideration. Of the 1,400,000 shares distributed, 366,844 shares were distributed to Charles River XIII GP, LP, ("CR XIII GP LP"), which is the general partner of CRP XIII LP, and these shares were then further distributed on a pro rata basis for no consideration to the partners of CR XIII GP LP, including 51,938 shares distributed to the Reporting Person. Of the 366,844 shares distributed by CR XIII GP LP, 25 shares were received by Charles River XIII GP, LLC ("CR XIII GP LLC") which is the general partner of CR XIII GP LP. CR XIII GP LLC then distributed these 25 shares on a pro rata basis for no consideration to its members. As a member of CR XIII GP LLC, the Reporting Person received 0 shares as a result of such distribution in accordance with his respective interest in CR XIII GP LLC.
• F2The number of shares owned after the distribution includes 11,416,636 shares held by CRP XIII LP 359,737 shares held by Charles River Friends XIII-A, LP ("CRF XIII-A") and 90,484 shares held by the Reporting Person.
• F3The pro rata distribution from CRP XIII LP to its partners, and from one partner to another partner as general partner or member of the distributing partner, reflects a change in form of beneficial ownership only of the ultimate partner, and does not reflect a change in such ultimate partner's pecuniary interest in the securities reported herein.
• F4CR XIII GP LP is the general partner of CRP XIII LP. CR XIII GP LLC is the general partner of both CRF XIII-A and CR XIII GP, LP. Each reporting person may be deemed to beneficially own the reported securities, but each disclaims beneficial ownership of such reported securities except to the extent of its pecuniary interest therein. The filing of this statement by any reporting person shall not be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any equity securities covered by this statement.
• F5Represents a pro rata distribution from CRF XIII-A to its partners for no consideration. Of the 39,295 shares distributed, including 246 shares distributed to the Reporting Person. Of the 39,295 shares distributed by CRF XIII-A, 0 shares were distributed to CR XIII GP LLC which is the general partner of CRF XIII-A.
• F6The pro rata distribution from CRF XIII-A to its partners, and from one partner to another partner as general partner or member of the distributing partner, reflects a change in form of beneficial ownership only of the ultimate partner, and does not reflect a change in such ultimate partner's pecuniary interest in the securities reported herein.
• F7The number of shares owned after the distribution includes 11,416,636 shares held by CRP XIII LP 320,442 shares held by CRF XIII-A and 90,730 shares held by the Reporting Person.
• F8These shares are held directly by CRP XIII LP and CRF XIII-A. Devdutt Yellurkar is a managing member of CR XIII GP LLC, the ultimate general partner of CRP XIII LP and the general partner of CRF XIII-A and may be deemed to hold voting and dispositive power over the shares. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.