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*
Gennaro Norman
(Last) (First) (Middle)
989 MARKET STREET
(Street)
SAN FRANCISCO CA 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)
President of Sales
3. Date of Earliest Transaction (Month/Day/Year)
03/15/2022
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)
Code V Amount (A) or (D) Price
Common Stock 03/15/2022 M 325 A (1) 34,344 D
Common Stock 03/15/2022 F 162(2) D $110.79 34,182 D
Common Stock 03/15/2022 M 408 A (1) 34,590 D
Common Stock 03/15/2022 F 203(2) D $110.79 34,387 D
Common Stock 03/15/2022 M 295 A (1) 34,682 D
Common Stock 03/15/2022 F 147(2) D $110.79 34,535 D
Common Stock 03/15/2022 M 766 A (1) 35,301 D
Common Stock 03/15/2022 F 380(2) D $110.79 34,921 D
Common Stock 03/15/2022 M(3) 5,000 A $35.47 39,921 D
Common Stock 03/15/2022 S(3) 7,000 D $111.64 32,921 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit (1) 03/15/2022 M 325 (4) 02/07/2026 Common Stock 325 $0 3,251 D
Restricted Stock Unit (1) 03/15/2022 M 408 (5) 02/10/2027 Common Stock 408 $0 9,379 D
Restricted Stock Unit (1) 03/15/2022 M 295 (6) 02/08/2028 Common Stock 295 $0 10,331 D
Restricted Stock Unit (1) 03/15/2022 M 766 (7) 02/28/2029 Common Stock 766 $0 36,003 D
Stock Option (Right to Buy) $35.47 03/15/2022 M(3) 5,000 (8) 01/09/2028 Common Stock 5,000 $0 68,000 D
Explanation of Responses:
1. Restricted stock units convert into common stock on a one-for-one basis.
2. 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.
3. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by Norman Gennaro on September 13, 2021.
4. 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.
5. 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.
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, 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.
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, 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.
8. 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.
Remarks:
Exhibit 24 - Power of Attorney
/s/ Albert Yeh via Power-of-Attorney for Norman Gennaro 03/17/2022
** 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 Number.