SEC Form 4 · accession 0001463172-18-000008
Zendesk, Inc. · ZEN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Adrian McDermott
Officer — President of Products
Period of report
Feb 14, 2018
Accepted (ET)
Feb 15, 2018 · 8:42 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 | Feb 14, 2018 | M | 40,000 | $6.24 | A | 121,081 | D | |
| Common StockF1 | Feb 14, 2018 | S | 40,000 | $41.7205 | D | 81,081 | D | |
| Common StockF2 | Feb 15, 2018 | M | 2,604 | — | A | 83,685 | D | |
| Common StockF3 | Feb 15, 2018 | F | 1,292 | $42.60 | D | 82,393 | D | |
| Common StockF2 | Feb 15, 2018 | M | 226 | — | A | 82,619 | D | |
| Common StockF3 | Feb 15, 2018 | F | 113 | $42.60 | D | 82,506 | D | |
| Common StockF2 | Feb 15, 2018 | M | 233 | — | A | 82,739 | D | |
| Common StockF3 | Feb 15, 2018 | F | 116 | $42.60 | D | 82,623 | D | |
| Common StockF2 | Feb 15, 2018 | M | 458 | — | A | 83,081 | D | |
| Common StockF3 | Feb 15, 2018 | F | 228 | $42.60 | D | 82,853 | D | |
| Common StockF2 | Feb 15, 2018 | M | 74 | — | A | 82,927 | D | |
| Common StockF3 | Feb 15, 2018 | F | 37 | $42.60 | D | 82,890 | D |
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)F4 | $6.24 | Feb 14, 2018 | M | 40,000 | D | — | May 3, 2023 | Common Stock | 40,000 | 129,330 | D |
| Restricted Stock UnitF2,F5 | — | Feb 15, 2018 | M | 2,604 | D | — | Feb 5, 2022 | Common Stock | 2,604 | 31,252 | D |
| Restricted Stock UnitF2,F6 | — | Feb 15, 2018 | M | 226 | D | — | May 6, 2023 | Common Stock | 226 | 6,104 | D |
| Restricted Stock UnitF2,F7 | — | Feb 15, 2018 | M | 233 | D | — | May 9, 2024 | Common Stock | 233 | 9,101 | D |
| Restricted Stock UnitF2,F8 | — | Feb 15, 2018 | M | 458 | D | — | Feb 8, 2025 | Common Stock | 458 | 21,542 | D |
| Restricted Stock UnitF2,F9 | — | Feb 15, 2018 | M | 74 | D | — | Feb 8, 2025 | Common Stock | 74 | 826 | D |
Explanation of responses
- F1This sale price represents the weighted average sale price of the shares sold ranging from $41.50 to $41.98 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.
- F2Restricted stock units convert into common stock on a one-for-one basis.
- F3Represents 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.
- F4The 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.
- F51/48th of the shares issuable pursuant to the restricted stock unit 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.
- F61/48th of the shares issuable pursuant to the restricted stock units shall vest each month after the vesting commencement date of May 15, 2016, 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.
- F71/48th of the shares issuable pursuant to the restricted stock units shall vest each month after the vesting commencement date of May 15, 2017, 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.
- F81/48th of the shares issuable pursuant to the restricted stock units shall vest each month after the vesting commencement date of January 15, 2018, 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.
- F91/12th of the shares issuable pursuant to the restricted stock units shall vest each month after the vesting commencement date of January 15, 2018, 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.