0001209191-14-033920.txt : 20140514 0001209191-14-033920.hdr.sgml : 20140514 20140514213311 ACCESSION NUMBER: 0001209191-14-033920 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140514 FILED AS OF DATE: 20140514 DATE AS OF CHANGE: 20140514 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Zendesk, Inc. CENTRAL INDEX KEY: 0001463172 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 989 MARKET STREET, SUITE 300 CITY: SAN FRANCISCO STATE: CA ZIP: 94103 BUSINESS PHONE: (415) 418-7506 MAIL ADDRESS: STREET 1: 989 MARKET STREET, SUITE 300 CITY: SAN FRANCISCO STATE: CA ZIP: 94103 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GURLEY J WILLIAM CENTRAL INDEX KEY: 0001190191 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36456 FILM NUMBER: 14843489 MAIL ADDRESS: STREET 1: 2480 SAND HILL ROAD STREET 2: SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cohler Matt CENTRAL INDEX KEY: 0001572685 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36456 FILM NUMBER: 14843491 MAIL ADDRESS: STREET 1: 2480 SAND HILL ROAD, SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BALKANSKI ALEXANDRE CENTRAL INDEX KEY: 0001190192 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36456 FILM NUMBER: 14843492 MAIL ADDRESS: STREET 1: 2480 SAND HILL ROAD STREET 2: SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Benchmark Founders Fund VI-B, L.P. CENTRAL INDEX KEY: 0001572570 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36456 FILM NUMBER: 14843493 BUSINESS ADDRESS: STREET 1: 2480 SAND HILL ROAD, SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650) 854-8180 MAIL ADDRESS: STREET 1: 2480 SAND HILL ROAD, SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BENCHMARK FOUNDERS FUND VI LP CENTRAL INDEX KEY: 0001432812 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36456 FILM NUMBER: 14843494 BUSINESS ADDRESS: STREET 1: 2480 SAND HILL ROAD STREET 2: SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-854-8180 MAIL ADDRESS: STREET 1: 2480 SAND HILL ROAD STREET 2: SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Benchmark Capital Management Co. VI, L.L.C. CENTRAL INDEX KEY: 0001572569 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36456 FILM NUMBER: 14843496 BUSINESS ADDRESS: STREET 1: 2480 SAND HILL ROAD, SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650) 854-8180 MAIL ADDRESS: STREET 1: 2480 SAND HILL ROAD, SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DUNLEVIE BRUCE CENTRAL INDEX KEY: 0001190211 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36456 FILM NUMBER: 14843490 MAIL ADDRESS: STREET 1: 2480 SAND HILL ROAD STREET 2: SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BENCHMARK CAPITAL PARTNERS VI LP CENTRAL INDEX KEY: 0001426303 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36456 FILM NUMBER: 14843495 BUSINESS ADDRESS: STREET 1: 280 SAND HILL ROAD STREET 2: SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-854-8180 MAIL ADDRESS: STREET 1: 280 SAND HILL ROAD STREET 2: SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2014-05-14 0 0001463172 Zendesk, Inc. ZEN 0001572569 Benchmark Capital Management Co. VI, L.L.C. 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001426303 BENCHMARK CAPITAL PARTNERS VI LP 2480 SAND HILL ROAD SUITE 200 MENLO PARK CA 94025 0 0 1 0 0001432812 BENCHMARK FOUNDERS FUND VI LP C/O BENCHMARK CAPITAL 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001572570 Benchmark Founders Fund VI-B, L.P. C/O BENCHMARK CAPITAL 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001190192 BALKANSKI ALEXANDRE C/O BENCHMARK CAPITAL 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001572685 Cohler Matt C/O BENCHMARK CAPITAL 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001190211 DUNLEVIE BRUCE C/O BENCHMARK CAPITAL 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001190191 GURLEY J WILLIAM C/O BENCHMARK CAPITAL 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 Series B Common Stock Series A Common Stock 47073 I By Benchmark Capital Partners VI, L.P Series B Preferred Stock Series A Common Stock 9857428 I Benchmark Capital Partners VI, L.P. Series C Preferred Stock Series A Common Stock 773984 I Benchmark Capital Partners VI, L.P. Series D Preferred Stock Series A Common Stock 50482 I Benchmark Capital Partners VI, L.P. 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. Shares held of record by Benchmark Capital Partners VI, L.P. ("BCP VI"), as nominee for BCP VI, Benchmark Founders' Fund VI, L.P. ("BFF VI"), Benchmark Founders' Fund VI-B, L.P. ("BFF IV-B") and related persons. Benchmark Capital Management Co. VI, L.L.C., the general partner of each of BCP VI, BFF VI and BFF VI-B, may be deemed to have sole voting and investment power over such shares. Each share of Series B Preferred Stock, Series C Preferred Stock and Series D Preferred 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. Alexandre Balkanski, Matthew R.Cohler, Bruce W. Dunlevie, Peter H. Fenton, J. William Gurley, Kevin R. Harvey, Robert Kagle, Mitchell H. Lasky and Steven M. Spurlock are the managing members of Benchmark Capital Management Co. VI, L.L.C., which serves as general partner to Benchmark Capital Partners VI, L.P., Benchmark Founders' Fund VI, L.P. and Benchmark Founders' Fund VI-B, L.P., and may be deemed to share voting and investment power over the shares beneficially held by such entities. Each such person and entity disclaims the existence of a "group" and disclaims beneficial ownership of any securities (except to the extent of such person's or entity's pecuniary interest in such securities). *This report is one of three reports, each on a separate Form 3, but relating to the same transaction being filed by entities affiliated with Benchmark Capital and their applicable member*. Benchmark Capital Management Co. VI, L.L.C. /s/ Steven M. Spurlock, Managing Member 2014-05-14 Benchmark Capital Partners VI, L.P., by Benchmark Capital Management Co. VI, L.L.C., its general partner /s/ Steven M. Spurlock, Managing Member 2014-05-14 Benchmark Founders' Fund VI LP, by Benchmark Capital Management Co. VI, L.L.C., its general partner /s/ Steven M. Spurlock, Managing Member 2014-05-14 Benchmark Founders Fund VI-B, L.P., by Benchmark Capital Management Co. VI, L.L.C., its general partner /s/ Steven M. Spurlock, Managing Member 2014-05-14 /s/ Steven M. Spurlock, Designated Filer and Authorized Signatory 2014-05-14 /s/ Steven M. Spurlock, Designated Filer and Authorized Signatory 2014-05-14 /s/ Steven M. Spurlock, Designated Filer and Authorized Signatory 2014-05-14 /s/ Steven M. Spurlock, Designated Filer and Authorized Signatory 2014-05-14 EX-24.3_522576 2 poa.txt POA DOCUMENT AGREEMENT TO FILE JOINTLY AND STATEMENT APPOINTING DESIGNATED FILER ANDAUTHORIZED SIGNATORY Each of the undersigned entities and individuals (collectively, the "Reporting Persons") hereby authorizes and designates Benchmark Capital Management Co. VI, L.L.C. or such other person or entity as is designated in writing by Steven M. Spurlock (the "Designated Filer") as the beneficial owner to prepare and file on behalf of such Reporting Person individually, or jointly together with the other Reporting Persons, any and all reports, notices, communications and other documents (including, but not limited to, reports on Schedule 13D, Schedule 13G, Form 3, Form 4 and Form 5) that such Reporting Person may be required to file with the United States Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (together with the implementing regulations thereto, the "Act"), the Securities Exchange Act of 1934, as amended (together with the implementing regulations thereto, the "Exchange Act") or any other state or federal agency (collectively, the "Reports") with respect to the Reporting Person's ownership of, or transactions in, securities of any entity whose securities are beneficially owned (directly or indirectly) by such Reporting Person (collectively, the "Companies"). Each Reporting Person hereby further authorizes and designates Steven M. Spurlock (the "Authorized Signatory") to execute and file on behalf of such Reporting Person the Reports and to perform any and all other acts, which in the opinion of the Designated Filer or Authorized Signatory may be necessary or incidental to the performance of the foregoing powers herein granted. The authority of the Designated Filer and the Authorized Signatory under this Document with respect to each Reporting Person shall continue until such Reporting Person is no longer required to file any Reports with respect to the Reporting Person's ownership of, or transactions in, the securities of the Companies, unless earlier revoked in writing. Each Reporting Person acknowledges that the Designated Filer and the Authorized Signatory are not assuming any of the Reporting Person's responsibilities to comply with the Act or the Exchange Act. March 21, 2013 BENCHMARK CAPITAL MANAGEMENT CO. VI, L.L.C., a Delaware Limited Liability Company /s/ Steven M. Spurlock, Managing Member BENCHMARK CAPITAL PARTNERS VI, L.P., a Delaware Limited Partnership By: Benchmark Capital Management Co. VI, L.L.C., a Delaware Limited Liability Company, Its General Partner /s/ Steven M. Spurlock, Managing Member BENCHMARK FOUNDERS' FUND VI, L.P., a Delaware Limited Partnership By: Benchmark Capital Management Co. VI, L.L.C., a Delaware Limited Liability Company, Its General Partner /s/ Steven M. Spurlock, Managing Member BENCHMARK FOUNDERS' FUND VI-B, L.P., a Delaware Limited Partnership By: Benchmark Capital Management Co. VI, L.L.C., a Delaware Limited Liability Company, Its General Partner /s/ Steven M. Spurlock, Managing Member /s/ Alexandre Balkanski /s/ Bruce W. Dunlevie /s/ J. William Gurley /s/ Kevin R. Harvey /s/ Robert C. Kagle /s/ Mitchell H. Lasky /s/ Peter H. Fenton /s/ Matthew R. Cohler