SEC Form 4 · accession 0001127602-15-034732
Zendesk, Inc. · ZEN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Adrian McDermott
Officer — SVP of Product Development
Period of report
Dec 18, 2015
Accepted (ET)
Dec 21, 2015 · 6:02 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 18, 2015 | S | 1,625 | $25.95 | D | 84,627 | D | |
| Series A Common Stock | holding | — | — | — | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitF2,F3 | — | holding | — | — | — | — | Feb 4, 2022 | Common Stock | 98,959 | 98,959 | D |
| Series B Common StockF4 | — | holding | — | — | — | — | — | Series A Common Stock | 0 | 0 | D |
| Stock Option (Right to Buy)F5 | $0.11 | holding | — | — | — | — | Sep 9, 2020 | Common Stock | 0 | 0 | D |
| Stock Option (Right to Buy)F6 | $6.24 | holding | — | — | — | — | May 3, 2023 | Common Stock | 474,167 | 474,167 | D |
| Stock Option (Right to Buy)F7 | $9.52 | holding | — | — | — | — | Feb 13, 2024 | Common Stock | 241,238 | 241,238 | D |
| Stock Option (Right to Buy)F8 | $24.77 | holding | — | — | — | — | Feb 4, 2025 | Common Stock | 125,000 | 125,000 | D |
Explanation of responses
- F1This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
- F2Restricted stock units convert into common stock on a one-for-one basis.
- F31/48th 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.
- F4Each share of Series B Common Stock automatically converts into Series A Common Stock on a 1-for-1 basis immediately prior to the closing of the Issuer's initial public offering of Common Stock and has no expiration date nor conversion price. Unvested shares are subject to repurchase. 1/4th of the shares vested on September 8, 2012 and 1/48th of the shares shall vest monthly 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.
- F51/4th of the shares subject to the option vested on July 26, 2011 and 1/48th of the shares vested monthly thereafter through July 26, 2014.
- F6The option is immediately exercisable as of the grant date. 1/60th of the shares vest monthly after the vesting commencement date of 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 Issuer 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 the vesting commencement date of 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 Issuer should the Reporting Person cease to provide continuous service.
- F81/48th of the shares subject to the option shall vest and become exercisable monthly after the vesting commencement date of February 5, 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.