SEC Form 4 · accession 0001463172-18-000167

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

Aug 15, 2018

Accepted (ET)

Aug 17, 2018 · 5:02 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
Common Stock^F1	Aug 15, 2018	M	236	—	A	17,119	D
Common Stock^F2	Aug 15, 2018	F	118	$63.78	D	17,001	D
Common Stock^F1	Aug 15, 2018	M	196	—	A	17,197	D
Common Stock^F2	Aug 15, 2018	F	98	$63.78	D	17,099	D
Common Stock^F1	Aug 15, 2018	M	200	—	A	17,299	D
Common Stock^F2	Aug 15, 2018	F	100	$63.78	D	17,199	D
Common Stock^F1	Aug 15, 2018	M	385	—	A	17,584	D
Common Stock^F2	Aug 15, 2018	F	191	$63.78	D	17,393	D
Common Stock^F1	Aug 15, 2018	M	75	—	A	17,468	D
Common Stock^F2	Aug 15, 2018	F	38	$63.78	D	17,430	D
Common Stock	Aug 15, 2018	M	2,666	$6.24	A	20,096	D
Common Stock	Aug 15, 2018	M	5,000	$9.52	A	25,096	D
Common Stock^F4	Aug 15, 2018	S	5,100	$61.727	D	19,996	D
Common Stock^F5	Aug 15, 2018	S	2,066	$62.3181	D	17,930	D
Common Stock^F6	Aug 15, 2018	S	500	$63.281	D	17,430	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 Unit^F1,F7	—	Aug 15, 2018	M	236	D	—	Feb 5, 2022	Common Stock	236	1,413	D
Restricted Stock Unit^F1,F8	—	Aug 15, 2018	M	196	D	—	May 6, 2023	Common Stock	196	4,113	D
Restricted Stock Unit^F1,F9	—	Aug 15, 2018	M	200	D	—	May 9, 2024	Common Stock	200	6,601	D
Restricted Stock Unit^F1,F10	—	Aug 15, 2018	M	385	D	—	Feb 8, 2025	Common Stock	385	15,803	D
Restricted Stock Unit^F1,F11	—	Aug 15, 2018	M	75	D	—	Feb 8, 2025	Common Stock	75	376	D
Stock Option (Right to Buy)^F12	$6.24	Aug 15, 2018	M	2,666	D	—	May 3, 2023	Common Stock	2,666	0	D
Stock Option (Right to Buy)^F13	$9.52	Aug 15, 2018	M	5,000	D	—	Feb 13, 2024	Common Stock	5,000	59,500	D

Explanation of responses

F1Restricted stock units convert into common stock on a one-for-one basis.
F101/48th 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.
F111/12th 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.
F12The 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.
F13The 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 May 7, 2018.
F4This sale price represents the weighted average sale price of the shares sold ranging from $61.00 to $61.99 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.
F5This sale price represents the weighted average sale price of the shares sold ranging from $62.00 to $62.98 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.
F6This sale price represents the weighted average sale price of the shares sold ranging from $63.15 to $63.51 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.
F71/48th 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.
F81/48th 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.
F91/48th 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.