Statement of Changes in Beneficial Ownership (4)
June 28 2022 - 06:56PM
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
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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 *
Gennaro Norman |
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)
President of Sales |
(Last)
(First)
(Middle)
989 MARKET STREET |
3. Date of Earliest Transaction (MM/DD/YYYY)
6/24/2022
|
(Street)
SAN FRANCISCO, CA 94103
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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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 |
6/24/2022 |
|
M(1) |
|
5000 |
A |
$35.47 |
36813 |
D |
|
Common Stock |
6/24/2022 |
|
S(1) |
|
7000 |
D |
$75.50 |
29813 |
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 |
Stock Option (Right to Buy) |
$35.47 |
6/24/2022 |
|
M (1) |
|
|
5000 |
(2) |
1/9/2028 |
Common Stock |
5000.0 |
$0 |
54000 |
D |
|
Restricted Stock Unit |
(3) |
6/24/2022 |
|
A |
|
25806 |
|
(4) |
6/24/2029 |
Common Stock |
25806.0 |
$0 |
25806 |
D |
|
Explanation of
Responses: |
(1) |
This transaction was
effected pursuant to a Rule 10b5-1 trading plan adopted by Norman
Gennaro on September 13, 2021. |
(2) |
1/4th of the shares issuable
pursuant to the option shall vest one year after the vesting
commencement date of January 02, 2018 and an additional 1/48th of
the shares issuable pursuant to the option shall vest each month
thereafter, subject to the Reporting Person's continuous service to
the Issuer on each such date. The Reporting Person will be eligible
to participate in the Issuers's Change of Control Acceleration
Plan. If the Reporting Person elects to participate in the
Issuers's Change of Control Acceleration Plan, unvested shares will
be subject to acceleration upon the occurrence of certain events
described therein. |
(3) |
Restricted stock units
convert into common stock on a one-for-one basis. |
(4) |
All of the shares issuable
pursuant to the restricted stock units shall vest on June 24, 2023,
subject to the Reporting Person's continuous service to the Issuer.
Unvested shares are subject to acceleration upon the occurrence of
certain events. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Gennaro Norman
989 MARKET STREET
SAN FRANCISCO, CA 94103 |
|
|
President of Sales |
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Signatures
|
/s/ Albert Yeh via Power-of-Attorney for Norman
Gennaro |
|
6/28/2022 |
**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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