SEC Form 4 · accession 0001463172-18-000055
Zendesk, Inc. · ZEN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John Geschke
Officer — CLO and SVP Administration
Period of report
Apr 15, 2018
Accepted (ET)
Apr 17, 2018 · 7:33 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 StockF1 | Apr 15, 2018 | M | 235 | — | A | 13,850 | D | |
| Common StockF2 | Apr 15, 2018 | F | 82 | $48.85 | D | 13,768 | D | |
| Common StockF1 | Apr 15, 2018 | M | 196 | — | A | 13,964 | D | |
| Common StockF2 | Apr 15, 2018 | F | 68 | $48.85 | D | 13,896 | D | |
| Common StockF1 | Apr 15, 2018 | M | 200 | — | A | 14,096 | D | |
| Common StockF2 | Apr 15, 2018 | F | 70 | $48.85 | D | 14,026 | D | |
| Common StockF1 | Apr 15, 2018 | M | 386 | — | A | 14,412 | D | |
| Common StockF2 | Apr 15, 2018 | F | 134 | $48.85 | D | 14,278 | D | |
| Common StockF1 | Apr 15, 2018 | M | 75 | — | A | 14,353 | D | |
| Common StockF2 | Apr 15, 2018 | F | 26 | $48.85 | D | 14,327 | D | |
| Common Stock | Apr 16, 2018 | M | 3,000 | $9.52 | A | 17,327 | D | |
| Common Stock | Apr 16, 2018 | M | 2,000 | $6.24 | A | 19,327 | D | |
| Common StockF4 | Apr 16, 2018 | S | 4,980 | $48.7332 | D | 14,347 | D | |
| Common Stock | Apr 16, 2018 | S | 20 | $49.3301 | D | 14,327 | 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 UnitF1,F5 | — | Apr 15, 2018 | M | 235 | D | — | Feb 5, 2022 | Common Stock | 235 | 2,355 | D |
| Restricted Stock UnitF1,F6 | — | Apr 15, 2018 | M | 196 | D | — | May 6, 2023 | Common Stock | 196 | 4,896 | D |
| Restricted Stock UnitF1,F7 | — | Apr 15, 2018 | M | 200 | D | — | May 9, 2024 | Common Stock | 200 | 7,401 | D |
| Restricted Stock UnitF1,F8 | — | Apr 15, 2018 | M | 386 | D | — | Feb 8, 2025 | Common Stock | 386 | 17,344 | D |
| Restricted Stock UnitF1,F9 | — | Apr 15, 2018 | M | 75 | D | — | Feb 8, 2025 | Common Stock | 75 | 676 | D |
| Stock Option (Right to Buy)F10 | $6.24 | Apr 16, 2018 | M | 2,000 | D | — | May 3, 2023 | Common Stock | 2,000 | 4,666 | D |
| Stock Option (Right to Buy)F11 | $9.52 | Apr 16, 2018 | M | 3,000 | D | — | Feb 13, 2024 | Common Stock | 3,000 | 72,000 | D |
Explanation of responses
- F1Restricted stock units convert into common stock on a one-for-one basis.
- F10The option is early exercisable. 1/48th of the shares vest monthly after the vesting commencement date of April 23, 2013, subject to cliff vesting for all months prior to July 9, 2013 and 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.
- F11The option is early exercisable. 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.
- F2Represents 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.
- F3This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by John Geschke on December 15, 2017.
- F4This sale price represents the weighted average sale price of the shares sold ranging from $48.30 to $49.28 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.
- F51/48th 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.
- 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.