SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Raimondi Anne

(Last)

(First)

(Middle)

989 MARKET STREET

SUITE 300

(Street)

SAN FRANCISCO

94103

(City)

(State)

(Zip)

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)
	VP of People Operations

3. Date of Earliest Transaction (Month/Day/Year)
05/20/2014

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Common Stock	05/20/2014		C⁽¹⁾		10,000	A	⁽¹⁾	10,000	D
Series A Common Stock	05/20/2014		J⁽²⁾		10,000	D	⁽²⁾	0	D
Common Stock	05/20/2014		J⁽²⁾		10,000	A	⁽²⁾	10,000	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B Common Stock	⁽¹⁾	05/20/2014		C			10,000	⁽³⁾	⁽³⁾	Series A Common Stock	10,000	⁽²⁾	0	D
Stock Option (right to buy)	$6.58	05/20/2014		J⁽¹⁾			190,000	⁽⁴⁾	09/03/2023	Series B Common Stock	190,000	⁽¹⁾	0	D
Stock Option (right to buy)	$6.58	05/20/2014		J⁽¹⁾		190,000		⁽⁴⁾	09/03/2023	Series A Common Stock	190,000	⁽¹⁾	190,000	D
Stock Option (right to buy)	$6.58	05/20/2014		J⁽²⁾			190,000	⁽⁴⁾	09/03/2023	Series A Common Stock	190,000	⁽²⁾	0	D
Stock Option (right to buy)	$6.58	05/20/2014		J⁽²⁾		190,000		⁽⁴⁾	09/03/2023	Common Stock	190,000	⁽²⁾	190,000	D
Stock Option (right to buy)	$9.52	05/20/2014		J⁽¹⁾			250,000	⁽⁵⁾	02/13/2024	Series B Common Stock	250,000	⁽¹⁾	0	D
Stock Option (right to buy)	$9.52	05/20/2014		J⁽¹⁾		250,000		⁽⁵⁾	02/13/2024	Series A Common Stock	250,000	⁽¹⁾	250,000	D
Stock Option (right to buy)	$9.52	05/20/2014		J⁽²⁾			250,000	⁽⁵⁾	02/13/2024	Series A Common Stock	250,000	⁽²⁾	0	D
Stock Option (right to buy)	$9.52	05/20/2014		J⁽²⁾		250,000		⁽⁵⁾	02/13/2024	Common Stock	250,000	⁽²⁾	250,000	D

Explanation of Responses:

1. Each share of Series B Common Stock automatically converts into Series A Common Stock on a 1-for-1 basis immediately prior to the closing of the Issuer's initial public offering of Common Stock and has no expiration date nor conversion price.

2. Each share of Series A Common Stock was reclassified in an exempt transaction pursuant to Rule 16b-7 into one share of Common Stock immediately prior to the closing of the Issuer's initial public offering and following the conversion of each series of the Issuer's Convertible Preferred Stock and the Issuer's Series B Common Stock into Series A Common Stock.

3. Each share of Series B Common Stock automatically converts into Series A Common Stock on a 1-for-1 basis immediately prior to the closing of the Issuer's initial public offering of Common Stock and has no expiration date nor conversion price. Unvested shares are subject to repurchase pursuant to vesting set forth in the footnote for the Stock Option with the expiration date of September 3, 2023. Unvested shares are subject to acceleration upon the occurrence of certain events.

4. The option is early exercisable. 1/4th of the shares subject to the option will vest on August 19, 2014 and 1/48th of the shares subject to the option shall vest monthly thereafter, 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.

5. The option is early exercisable. 1/60th of the shares vest monthly after the vesting commencement date of February 13, 2014, subject to cliff vesting for all months prior to August 19, 2014 and 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.

Remarks:

	/s/ John Geschke as Attorney in fact for Anne Raimondi	05/21/2014
	** 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 Number.