SEC Form 4 · accession 0001012975-15-000471
Zendesk, Inc. · ZEN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Charles River Friends XIII-A LP
10% Owner
Charles River XIII GP, LLC
10% Owner
Charles River Partnership XIII, LP
10% Owner
Charles River XIII GP, LP
10% Owner
Period of report
Jun 1, 2015
Accepted (ET)
Jun 3, 2015 · 4:44 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001463172
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2,F3,F4 | Jun 1, 2015 | J | 3,000,000 | $0.00 | D | 8,337,078 | I | See footnote |
| Common StockF7,F6,F4 | Jun 2, 2015 | S | 84,204 | $22.061 | D | 8,252,874 | I | See footnote |
Table II — derivative securities
No Table II lines on this filing.
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 3,000,000 shares distributed, 786,095 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. Of the 786,095 shares distributed by CR XIII GP LP, 53 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 53 shares on a pro rata basis for no consideration to its members.
- F2The number of shares owned after the distribution includes 8,027,557 shares held by CRP XIII LP and 309,521 shares held by Charles River Friends XIII-A, LP ("CRF XIII-A").
- 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.
- F5Sale by CRF XIII-A LP.
- F6The number of shares owned after the sale includes 8,027,557 shares held by CRP XIII LP and 225,317 shares held by CRF XIII-A.
- F7The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $22.00 to $22.19, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.