SEC FORM 3

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^*

Kleha Amanda

(Last)

(First)

(Middle)

1019 MARKET STREET

(Street)

SAN FRANCISCO

94103

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/28/2015

3. Issuer Name and Ticker or Trading Symbol
Zendesk, Inc. [ ZEN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP Velocity Bus.

5. 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 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)
Common Stock	5,677	D

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Restricted Stock Unit	⁽¹⁾	02/05/2022	Common Stock	11,667	⁽²⁾	D
Stock Option (Right to Buy)	⁽³⁾	10/01/2019	Common Stock	56,750	$0.09	D
Stock Option (Right to Buy)	⁽⁴⁾	11/09/2021	Common Stock	2,292	$0.61	D
Stock Option (Right to Buy)	⁽⁵⁾	05/03/2023	Common Stock	50,000	$6.24	D
Stock Option (Right to Buy)	⁽⁶⁾	02/13/2024	Common Stock	17,709	$9.52	D
Stock Option (Right to Buy)	⁽⁷⁾	09/04/2024	Common Stock	50,000	$24.89	D
Stock Option (Right to Buy)	⁽⁸⁾	02/05/2025	Common Stock	80,000	$24.77	D

Explanation of Responses:

1. The grant of restricted stock units, originally representing 14,000 units, vests as to 1/48th of the shares monthly after the vesting commencement date of February 15, 2015, 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.

2. Restricted stock units convert into common stock on a one-for-one basis.

3. The option, originally representing a right to buy a total of 160,000 shares, was immediately exercisable as of the grant date, and vested over four years from October 13, 2009.

4. The option, originally representing a right to buy a total of 10,000 shares, was immediately exercisable as of the grant date. 25% of the shares vested on November 9, 2012, and the remainder vests monthly until November 9, 2015, 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, originally representing a right to buy a total of 100,000 shares, was immediately exercisable as of the grant date. 1/48th of the shares vest monthly after the vesting commencement date of April 23, 2013, 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. The option, originally representing a right to buy a total of 25,000 shares, was immediately exercisable as of the grant date. 1/48th of the shares vest monthly after the vesting commencement date of February 13, 2014, 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 subject to the option shall vest and become exercisable monthly after the vesting commencement date of July 22, 2014, 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. 1/48th of the shares subject to the option shall vest and become exercisable monthly after the vesting commencement date of February 5, 2015, 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.

	/s/ John Geschke, Attorney-in-Fact for Amanda Kleha	11/05/2015
	** 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).
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.