SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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* Benchmark Capital Management Co. VI, L.L.C. (Last) (First) (Middle) 2965 WOODSIDE ROAD (Street) WOODSIDE CA 94062 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/14/2014	3. Issuer Name and Ticker or Trading Symbol Zendesk, Inc. [ ZEN ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Common Stock	(1)	(1)	Series A Common Stock	47,073	(1)	I	By Benchmark Capital Partners VI, L.P(2)
Series B Preferred Stock	(3)	(3)	Series A Common Stock	9,857,428	(3)	I	Benchmark Capital Partners VI, L.P.(2)
Series C Preferred Stock	(3)	(3)	Series A Common Stock	773,984	(3)	I	Benchmark Capital Partners VI, L.P.(2)
Series D Preferred Stock	(3)	(3)	Series A Common Stock	50,482	(3)	I	Benchmark Capital Partners VI, L.P.(2)

1. Name and Address of Reporting Person* Benchmark Capital Management Co. VI, L.L.C. (Last) (First) (Middle) 2965 WOODSIDE ROAD (Street) WOODSIDE CA 94062 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BENCHMARK CAPITAL PARTNERS VI LP (Last) (First) (Middle) 2480 SAND HILL ROAD SUITE 200 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BENCHMARK FOUNDERS FUND VI LP (Last) (First) (Middle) C/O BENCHMARK CAPITAL 2965 WOODSIDE ROAD (Street) WOODSIDE CA 94062 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Benchmark Founders Fund VI-B, L.P. (Last) (First) (Middle) C/O BENCHMARK CAPITAL 2965 WOODSIDE ROAD (Street) WOODSIDE CA 94062 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BALKANSKI ALEXANDRE (Last) (First) (Middle) C/O BENCHMARK CAPITAL 2965 WOODSIDE ROAD (Street) WOODSIDE CA 94062 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Cohler Matt (Last) (First) (Middle) C/O BENCHMARK CAPITAL 2965 WOODSIDE ROAD (Street) WOODSIDE CA 94062 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* DUNLEVIE BRUCE (Last) (First) (Middle) C/O BENCHMARK CAPITAL 2965 WOODSIDE ROAD (Street) WOODSIDE CA 94062 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GURLEY J WILLIAM (Last) (First) (Middle) C/O BENCHMARK CAPITAL 2965 WOODSIDE ROAD (Street) WOODSIDE CA 94062 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

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. 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.

3. 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.

Remarks:

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	05/14/2014
	Benchmark Capital Partners VI, L.P., by Benchmark Capital Management Co. VI, L.L.C., its general partner /s/ Steven M. Spurlock, Managing Member	05/14/2014
	Benchmark Founders' Fund VI LP, by Benchmark Capital Management Co. VI, L.L.C., its general partner /s/ Steven M. Spurlock, Managing Member	05/14/2014
	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	05/14/2014
	/s/ Steven M. Spurlock, Designated Filer and Authorized Signatory	05/14/2014
	/s/ Steven M. Spurlock, Designated Filer and Authorized Signatory	05/14/2014
	/s/ Steven M. Spurlock, Designated Filer and Authorized Signatory	05/14/2014
	/s/ Steven M. Spurlock, Designated Filer and Authorized Signatory	05/14/2014
	** 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 5 (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).
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