SEC Form 4 · accession 0001127602-15-034346
Zendesk, Inc. · ZEN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Alan J Black
Officer — SVP and CFO
Period of report
Dec 15, 2015
Accepted (ET)
Dec 16, 2015 · 8:24 pm EST
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 Stock | Dec 2, 2015 | G | 1,000 | $0.00 | D | 156,099 | D | |
| Common Stock | Dec 9, 2015 | G | 12,500 | $0.00 | D | 143,599 | D | |
| Common Stock | Dec 9, 2015 | G | 12,500 | $0.00 | A | 252,800 | I | Alan J. Black and Linda J. Black, Trustees of Black Family Trust - 2001 U/I DTD. November 26, 2001 |
| Common StockF2 | Dec 15, 2015 | S | 15,000 | $25.8228 | D | 237,800 | I | Alan J. Black and Linda J. Black, Trustees of Black Family Trust - 2001 U/I DTD. November 26, 2001 |
| Common Stock | Dec 15, 2015 | M | 3,600 | $6.24 | A | 147,199 | D | |
| Common Stock | Dec 15, 2015 | M | 2,000 | $9.52 | A | 149,199 | D | |
| Common StockF3 | Dec 15, 2015 | S | 5,600 | $25.8213 | D | 143,599 | D | |
| Common StockF4 | Dec 15, 2015 | M | 375 | — | A | 143,974 | D | |
| Common StockF5 | Dec 15, 2015 | F | 196 | $26.13 | D | 143,778 | D | |
| Common Stock | holding | — | — | — | 40,000 | I | By Black 2013 Family Heritage Trust | |
| Common Stock | holding | — | — | — | 40,000 | I | By Black 2014 Family Heritage Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F6 | $6.24 | Dec 15, 2015 | M | 3,600 | D | — | May 3, 2023 | Common Stock | 3,600 | 63,100 | D |
| Stock Option (Right to Buy)F7 | $9.52 | Dec 15, 2015 | M | 2,000 | D | — | Feb 13, 2024 | Common Stock | 2,000 | 84,000 | D |
| Restricted Stock UnitF4,F8 | — | Dec 15, 2015 | M | 375 | D | — | Feb 4, 2022 | Common Stock | 375 | 14,251 | D |
Explanation of responses
- F1This transaction was effected pursuant to Rule 10b5-1 trading plans adopted by the Reporting Person.
- F2This sale price represents the weighted average sale price of the shares sold ranging from $25.33 to $26.07 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.
- F3This sale price represents the weighted average sale price of the shares sold ranging from $25.47 to $26.045 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.
- F4Restricted stock units convert into common stock on a one-for-one basis.
- F5Represents 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.
- F6The option is immediately exercisable as of the grant date. 1/48th of the shares vest monthly after April 23, 2013, 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. Unvested shares exercised are subject to a right of repurchase in favor of the Company should the Reporting Person cease to provide continuous service.
- F7The option is immediately exercisable as of the grant date. 1/60th of the shares vest monthly after February 13, 2014, 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. Unvested shares exercised are subject to a right of repurchase in favor of the Company should the Reporting Person cease to provide continuous service.
- F81/48th of the shares issuable pursuant to the restricted stock units shall vest monthly after the vesting commencement date of February 15, 2015, 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.