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

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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^*

BLACK ALAN J

(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)
	SVP and CFO

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⁾		637,500	A	⁽¹⁾	637,500	D
Series A Common Stock	05/20/2014		J⁽²⁾		637,500	D	⁽²⁾	0	D
Common Stock	05/20/2014		J⁽²⁾		637,500	A	⁽²⁾	637,500	D
Series A Common Stock	05/20/2014		C⁽¹⁾		100,000	A	⁽¹⁾	100,000	I	By Black 2013 Family Heritage Trust
Series A Common Stock	05/20/2014		J⁽²⁾		100,000	D	⁽²⁾	0	I	By Black 2013 Family Heritage Trust
Common Stock	05/20/2014		J⁽²⁾		100,000	A	⁽²⁾	100,000	I	By Black 2013 Family Heritage Trust
Series A Common Stock	05/20/2014		C⁽¹⁾		100,000	A	⁽¹⁾	100,000	I	By Black 2014 Family Heritage Trust
Series A Common Stock	05/20/2014		J⁽²⁾		100,000	D	⁽²⁾	0	I	By Black 2014 Family Heritage Trust
Common Stock	05/20/2014		J⁽²⁾		100,000	A	⁽²⁾	100,000	I	By Black 2014 Family Heritage Trust

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	⁽³⁾	05/20/2014		C			550,000	⁽³⁾	⁽³⁾	Series A Common Stock	550,000	⁽²⁾	0	D
Series B Common Stock	⁽⁴⁾	05/20/2014		C			87,500	⁽⁴⁾	⁽⁴⁾	Series A Common Stock	87,500	⁽²⁾	0	D
Series B Common Stock	⁽¹⁾	05/20/2014		C			100,000	⁽¹⁾	⁽¹⁾	Series A Common Stock	100,000	⁽²⁾	0	I	By Black 2013 Family Heritage Trust
Series B Common Stock	⁽¹⁾	05/20/2014		C			100,000	⁽¹⁾	⁽¹⁾	Series A Common Stock	100,000	⁽²⁾	0	I	By Black 2014 Family Heritage Trust
Stock Option (right to buy)	$6.24	05/20/2014		J⁽¹⁾			87,500	⁽⁵⁾	05/03/2023	Series B Common Stock	87,500	⁽¹⁾	0	D
Stock Option (right to buy)	$6.24	05/20/2014		J⁽¹⁾		87,500		⁽⁵⁾	05/03/2023	Series A Common Stock	87,500	⁽¹⁾	87,500	D
Stock Option (right to buy)	$6.24	05/20/2014		J⁽²⁾			87,500	⁽⁵⁾	05/03/2023	Series A Common Stock	87,500	⁽²⁾	0	D
Stock Option (right to buy)	$6.24	05/20/2014		J⁽²⁾		87,500		⁽⁵⁾	05/03/2023	Common Stock	87,500	⁽²⁾	87,500	D
Stock Option (right to buy)	$9.52	05/20/2014		J⁽¹⁾			125,000	⁽⁶⁾	02/13/2024	Series B Common Stock	125,000	⁽¹⁾	0	D
Stock Option (right to buy)	$9.52	05/20/2014		J⁽¹⁾		125,000		⁽⁶⁾	02/13/2024	Series A Common Stock	125,000	⁽¹⁾	125,000	D
Stock Option (right to buy)	$9.52	05/20/2014		J⁽²⁾			125,000	⁽⁶⁾	02/13/2024	Series A Common Stock	125,000	⁽²⁾	0	D
Stock Option (right to buy)	$9.52	05/20/2014		J⁽²⁾		125,000		⁽⁶⁾	02/13/2024	Common Stock	125,000	⁽²⁾	125,000	D

Explanation of Responses:

1. Each share of Series B Common Stock automatically converted 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. 1/5th of the shares vested on November 9, 2012 and 1/48th of the remaining shares 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.

4. 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 May 3, 2023. Unvested shares are subject to acceleration upon the occurrence of certain events.

5. The option is early exercisable. 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 is early exercisable. 1/60th 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.

Remarks:

	/s/ John Geschke as Attorney in fact for Alan Black	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).
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