SEC Form 4 · accession 0001463172-18-000076
Zendesk, Inc. · ZEN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeffrey J Titterton
Officer — SVP, Marketing
Period of report
May 15, 2018
Accepted (ET)
May 17, 2018 · 4:21 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,F2 | May 15, 2018 | M | 15,000 | — | A | 15,958 | D | |
| Common StockF3 | May 15, 2018 | F | 5,179 | $55.00 | D | 10,779 | D | |
| Common StockF1 | May 15, 2018 | M | 1,166 | — | A | 11,945 | D | |
| Common StockF3 | May 15, 2018 | F | 404 | $55.00 | D | 11,541 | D | |
| Common StockF1 | May 15, 2018 | M | 233 | — | A | 11,774 | D | |
| Common StockF3 | May 15, 2018 | F | 81 | $55.00 | D | 11,693 | 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,F4 | — | May 15, 2018 | M | 15,000 | D | — | Aug 1, 2024 | Common Stock | 15,000 | 45,000 | D |
| Restricted Stock UnitF1,F5 | — | May 15, 2018 | M | 1,166 | D | — | Feb 8, 2025 | Common Stock | 1,166 | 12,834 | D |
| Restricted Stock UnitF1,F6 | — | May 15, 2018 | M | 233 | D | — | Feb 8, 2025 | Common Stock | 233 | 467 | D |
Explanation of responses
- F1Restricted stock units convert into common stock on a one-for-one basis.
- F2Includes 958 shares acquired by the Reporting Person on May 14, 2018 pursuant to the Issuer's Employee Stock Purchase Plan in a transaction exempt under Rule 16b-3(c).
- 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.
- F41/4th of the shares issuable pursuant to the restricted stock units shall vest one year after the vesting commencement date of May 15, 2017 and an additional 1/48th of the shares issuable pursuant to the restricted stock units shall vest each month 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.
- F5Restricted stock units vests ratably monthly over 48 months from vesting commencement date of January 15, 2018 subject to cliff vesting for all months prior to the one year anniversary of May 15, 2017.
- F6Restricted stock units vests ratably monthly over 12 months from vesting commencement date of January 15, 2018 subject to cliff vesting for all months prior to the one year anniversary of May 15, 2017.