Statement of Changes in Beneficial Ownership (4)
May 17 2022 - 06:16PM
Edgar (US Regulatory)
FORM 4
[ ] Check this box if no longer subject to Section
16. Form 4 or Form 5 obligations may continue. See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
|
OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934 or Section 30(h) of the Investment
Company Act of 1940
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|
1. Name
and Address of Reporting Person *
McDermott Adrian |
2. Issuer Name and Ticker or Trading
Symbol Zendesk, Inc. [ ZEN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)_____
Director _____
10% Owner
__X__ Officer (give title
below) _____ Other
(specify below)
Chief Technology Officer |
(Last)
(First)
(Middle)
989 MARKET STREET |
3. Date of Earliest Transaction (MM/DD/YYYY)
5/15/2022
|
(Street)
SAN FRANCISCO, CA 94103
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
|
1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. Code
(Instr. 8) |
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) |
5. Amount of Securities Beneficially Owned Following
Reported Transaction(s)
(Instr. 3 and 4) |
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) |
7. Nature of Indirect Beneficial Ownership (Instr.
4) |
Code |
V |
Amount |
(A) or (D) |
Price |
Common Stock |
5/15/2022 |
|
M |
|
504 |
A |
(1) |
93506 (2) |
D |
|
Common Stock |
5/15/2022 |
|
F |
|
250 (3) |
D |
$102.15 |
93256 |
D |
|
Common Stock |
5/15/2022 |
|
M |
|
408 |
A |
(1) |
93664 |
D |
|
Common Stock |
5/15/2022 |
|
F |
|
203 (3) |
D |
$102.15 |
93461 |
D |
|
Common Stock |
5/15/2022 |
|
M |
|
296 |
A |
(1) |
93757 |
D |
|
Common Stock |
5/15/2022 |
|
F |
|
147 (3) |
D |
$102.15 |
93610 |
D |
|
Common Stock |
5/15/2022 |
|
M |
|
408 |
A |
(1) |
94018 |
D |
|
Common Stock |
5/15/2022 |
|
F |
|
203 (3) |
D |
$102.15 |
93815 |
D |
|
Common Stock |
5/17/2022 |
|
S(4) |
|
242 |
D |
$100.56 |
93573 |
D |
|
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. Code
(Instr. 8) |
5. Number of Derivative Securities Acquired (A) or
Disposed of (D)
(Instr. 3, 4 and 5) |
6. Date Exercisable and Expiration Date |
7. Title and Amount of Securities Underlying
Derivative Security
(Instr. 3 and 4) |
8. Price of Derivative Security
(Instr. 5) |
9. Number of derivative Securities Beneficially
Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct
(D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr.
4) |
Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Restricted Stock Unit |
(1) |
5/15/2022 |
|
M |
|
|
504 |
(5) |
2/7/2026 |
Common Stock |
504.0 |
$0 |
4034 |
D |
|
Restricted Stock Unit |
(1) |
5/15/2022 |
|
M |
|
|
408 |
(6) |
2/10/2027 |
Common Stock |
408.0 |
$0 |
8564 |
D |
|
Restricted Stock Unit |
(1) |
5/15/2022 |
|
M |
|
|
296 |
(7) |
2/8/2028 |
Common Stock |
296.0 |
$0 |
9740 |
D |
|
Restricted Stock Unit |
(1) |
5/15/2022 |
|
M |
|
|
408 |
(8) |
2/28/2029 |
Common Stock |
408.0 |
$0 |
18385 |
D |
|
Explanation of
Responses: |
(1) |
Restricted stock units
convert into common stock on a one-for-one basis. |
(2) |
Includes 242 shares acquired
by the Reporting Person on May 13, 2022, pursuant to the Issuer's
Employee Stock Purchase Plan in a transaction exempt under Rule
16b-3(c). |
(3) |
Represents 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. |
(4) |
This transaction was
effected pursuant to a Rule 10b5-1 trading plan adopted by Adrian
McDermott on August 7, 2020. |
(5) |
1/48th of the shares
issuable pursuant to the restricted stock units shall vest each
month after the vesting commencement date of January 15, 2019,
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. |
(6) |
1/48th of the shares
issuable pursuant to the restricted stock units shall vest each
month after the vesting commencement date of February 15, 2020,
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. |
(7) |
1/48th of the shares
issuable pursuant to the restricted stock units shall vest each
month after the vesting commencement date of February 15, 2021,
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. |
(8) |
1/48th of the shares
issuable pursuant to the restricted stock units shall vest each
month after the vesting commencement date of February 15, 2022,
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. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
McDermott Adrian
989 MARKET STREET
SAN FRANCISCO, CA 94103 |
|
|
Chief Technology Officer |
|
Signatures
|
/s/ Albert Yeh via Power-of-Attorney for Adrian
McDermott |
|
5/17/2022 |
**Signature of
Reporting Person |
Date |
Reminder: Report on a separate line for each class
of securities beneficially owned directly or
indirectly. |
* |
If the form is filed by more than one
reporting person, see Instruction 4(b)(v). |
** |
Intentional misstatements or omissions
of facts constitute Federal Criminal Violations. See 18
U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: |
File three copies of this Form, one of
which must be manually signed. If space is insufficient, see
Instruction 6 for procedure. |
Persons who respond to the collection of information
contained in this form are not required to respond unless the form
displays a currently valid OMB control number. |
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