SEC Form 4 · accession 0001727790-18-000001
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
Jan 12, 2018
Accepted (ET)
Jan 17, 2018 · 8:03 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 | Jan 12, 2018 | M | 5,000 | $6.24 | A | 16,795 | D | |
| Common StockF2 | Jan 12, 2018 | S | 1,400 | $36.4986 | D | 15,395 | D | |
| Common StockF3 | Jan 12, 2018 | S | 3,600 | $37.3975 | D | 11,795 | D | |
| Common StockF4 | Jan 15, 2018 | M | 235 | — | A | 12,030 | D | |
| Common StockF5 | Jan 15, 2018 | F | 87 | $37.51 | D | 11,943 | D | |
| Common StockF4 | Jan 15, 2018 | M | 196 | — | A | 12,139 | D | |
| Common StockF5 | Jan 15, 2018 | F | 72 | $37.51 | D | 12,067 | D | |
| Common StockF4 | Jan 15, 2018 | M | 200 | — | A | 12,267 | D | |
| Common StockF5 | Jan 15, 2018 | F | 74 | $37.51 | D | 12,193 | D | |
| Common Stock | Jan 16, 2018 | M | 5,000 | $9.52 | A | 17,193 | D | |
| Common StockF6 | Jan 16, 2018 | S | 2,399 | $36.6826 | D | 14,794 | D | |
| Common StockF7 | Jan 16, 2018 | S | 2,501 | $38.0128 | D | 12,293 | D | |
| Common Stock | Jan 16, 2018 | S | 100 | $38.72 | D | 12,193 | 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)F8 | $6.24 | Jan 12, 2018 | M | 5,000 | D | — | May 3, 2023 | Common Stock | 5,000 | 11,666 | D |
| Stock Option (Right to Buy)F9 | $9.52 | Jan 16, 2018 | M | 5,000 | D | — | Feb 13, 2024 | Common Stock | 5,000 | 80,000 | D |
| Restricted Stock UnitF4,F10 | — | Jan 15, 2018 | M | 235 | D | — | Feb 5, 2022 | Common Stock | 235 | 3,061 | D |
| Restricted Stock UnitF4,F11 | — | Jan 15, 2018 | M | 196 | D | — | May 6, 2023 | Common Stock | 196 | 5,484 | D |
| Restricted Stock UnitF4,F12 | — | Jan 15, 2018 | M | 200 | D | — | May 9, 2024 | Common Stock | 200 | 8,001 | D |
Explanation of responses
- F1This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by John Geschke on February 16, 2017.
- F101/48th 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.
- F111/48th 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.
- F121/48th 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.
- F2This sale price represents the weighted average sale price of the shares sold ranging from $35.95 to $36.93 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.
- F3This sale price represents the weighted average sale price of the shares sold ranging from $37.01 to $37.65 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.
- F4Restricted stock units convert into common stock on a one-for-one basis.
- F5Represents 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.
- F6This sale price represents the weighted average sale price of the shares sold ranging from $36.47 to $37.29 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.
- F7This sale price represents the weighted average sale price of the shares sold ranging from $37.67 to $38.60 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.
- F8The 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.
- F9The 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.