SEC Form 4 · accession 0000903423-18-000173
Zscaler, Inc. · ZS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Mar 20, 2018
Accepted (ET)
Mar 22, 2018 · 4:35 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001713683
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F3,F4 | Mar 20, 2018 | C | 9,146,477 | $0.00 | A | 9,146,477 | I | See Explanation of Responses |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series D Preferred StockF1,F2,F3,F4 | — | Mar 20, 2018 | C | 9,146,477 | D | — | — | Common Stock | 9,146,477 | 0 | I |
Explanation of responses
- F1David Bonderman and James G. Coulter are the sole shareholders of TPG Group Holdings (SBS) Advisors, Inc. (together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the sole member of TPG Group Holdings (SBS) Advisors, LLC, which is the general partner of TPG Group Holdings (SBS), L.P., which is the sole member of TPG Holdings I-A, LLC, which is the general partner of TPG Holdings I, L.P., which is the sole member of TPG Growth GenPar III Advisors, LLC, which is the general partner of TPG Growth GenPar III, L.P., which is the general partner of each of (i) TPG Zookeeper (A), L.P., which directly holds 7,607,674 shares of Common Stock ("Common Stock") of Zscaler, Inc. (the "Issuer"), and (ii) TPG Zookeeper (B), L.P. (together with TPG Zookeeper (A), L.P., the "TPG Funds"), which directly holds 1,538,803 shares of Common Stock.
- F2On March 20, 2018, the shares of Series D Preferred Stock of the Issuer (the "Series D Preferred") held by the TPG Funds automatically converted into 9,146,477 shares of Common Stock. Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, the shares of Series D Preferred had been convertible, at the option of the holder, at any time into shares Common Stock at an initial conversion rate equal to one share of Common Stock per share of Series D Preferred, subject to adjustment.
- F3Because of the relationship between the Reporting Persons and the TPG Funds, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the TPG Funds. Each TPG Fund and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such TPG Fund's or such Reporting Person's pecuniary interest therein, if any.
- F4Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.
Remarks
(5) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (6) David Reintjes is signing on behalf of both Messrs. Bonderman and Coulter pursuant to authorization and designation letters dated June 19, 2015, which were previously filed with the Securities and Exchange Commission.