0001209191-14-035885.txt : 20140521 0001209191-14-035885.hdr.sgml : 20140521 20140521163410 ACCESSION NUMBER: 0001209191-14-035885 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140520 FILED AS OF DATE: 20140521 DATE AS OF CHANGE: 20140521 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: Stalder Dana CENTRAL INDEX KEY: 0001478971 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36456 FILM NUMBER: 14861163 MAIL ADDRESS: STREET 1: C/O MATRIX PARTNERS STREET 2: 260 HOMER AVE SUITE 201 CITY: PALO ALTO STATE: CA ZIP: 94301 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2014-05-20 0 0001463172 Zendesk, Inc. ZEN 0001478971 Stalder Dana 260 HOMER AVENUE SUITE 201 PALO ALTO CA 94301 1 0 0 0 Series A Common Stock 2014-05-20 4 J 0 23138 D 0 I By Matrix Partners IX, L.P. Common Stock 2014-05-20 4 J 0 23138 A 23138 I By Matrix Partners IX, L.P. Series A Common Stock 2014-05-20 4 J 0 43 D 0 I By Weston & Co. IX LLC, as Nominee Common Stock 2014-05-20 4 J 0 43 A 43 I By Weston & Co. IX LLC, as Nominee Series A Common Stock 2014-05-20 4 C 0 5017267 A 5017267 I By Matrix Partners IX, L.P. Series A Common Stock 2014-05-20 4 J 0 5017267 D 0 I By Matrix Partners IX, L.P. Common Stock 2014-05-20 4 J 0 5017267 A 5040405 I By Matrix Partners IX, L.P. Series A Common Stock 2014-05-20 4 C 0 9193 A 9193 I By Weston & Co. IX LLC, as Nominee Series A Common Stock 2014-05-20 4 J 0 9193 D 0 I By Weston & Co. IX LLC, as Nominee Common Stock 2014-05-20 4 J 0 9193 A 9236 I By Weston & Co. IX LLC, as Nominee Common Stock 2014-05-20 4 P 0 235000 9.00 A 5275405 I By Matrix Partners IX, L.P. Common Stock 2014-05-20 4 P 0 100000 11.5932 A 5375405 I By Matrix Partners IX, L.P. Series B Common Stock 2014-05-20 4 C 0 21694 0.00 D Series A Common Stock 21694 0 I By Matrix Partners IX, L.P. Series B Common Stock 2014-05-20 4 C 0 39 0.00 D Series A Common Stock 39 0 I By Weston & Co. IX LLC, as Nominee Series A Preferred Stock 2014-05-20 4 C 0 190480 0.00 D Series A Common Stock 190480 0 I By Matrix Partners IX, L.P. Series A Preferred Stock 2014-05-20 4 C 0 350 0.00 D Series A Common Stock 350 0 I By Weston & Co. IX LLC, as Nominee Series C Preferred Stock 2014-05-20 4 C 0 4757014 0.00 D Series A Common Stock 4757014 0 I By Matrix Partners IX, L.P. Series C Preferred Stock 2014-05-20 4 C 0 8716 0.00 D Series A Common Stock 8716 0 I By Weston & Co. IX LLC, as Nominee Series D Preferred Stock 2014-05-20 4 C 0 48079 0.00 D Series A Common Stock 48079 0 I By Matrix Partners IX, L.P. Series D Preferred Stock 2014-05-20 4 C 0 88 0.00 D Series A Common Stock 88 0 I By Weston & Co. IX LLC, as Nominee 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. These shares are owned directly by Matrix Partners IX, L.P. ("Matrix IX"). Dana Stalder is managing member of Matrix IX Management Co., L.L.C., the general partner of Matrix IX, and has sole voting and dispositive power with respect to the Matrix IX shares. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose. Dana Stalder is a director of Issuer. These shares are owned directly by Weston & Co. IX LLC ("Weston IX"), as nominee for Vista Grande Trust, a trust of which Mr. Stalder is the trustee and a beneficiary (the "Trust"). Weston IX also directly owns other shares in the company as nominee for other beneficial owners. Mr. Stalder disclaims ownership of any of the shares owned directly by Weston IX other than those held by Weston IX as nominee for the Trust. The Trust has sole voting and/or investment control over the shares held by Weston IX as nominee for the Trust, but does not have sole or shared voting and/or investment control with respect to the other shares owned by Weston IX. Each share of Series A Preferred Stock, Series C Preferred Stock and Series D Preferred 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 or conversion price. 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 or conversion price. /s/ Dana Stalder 2014-05-21 EX-24.4_524034 2 poa.txt POA DOCUMENT LIMITED POWER OF ATTORNEY The undersigned hereby constitutes and appoints each of Mikkel Svane, Alan Black, John Geschke, William J. Schnoor Jr., and Bradley C. Weber, signing singly, and with full power of substitution, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Zendesk, Inc. (the "Company"), from time to time the following U.S. Securities and Exchange Commission ("SEC") forms: (i) Form ID, including any attached documents, to effect the assignment of codes to the undersigned to be used in the transmission of information to the SEC using the EDGAR System; (ii) Form 3, Initial Statement of Beneficial Ownership of Securities, including any attached documents; (iii) Form 4, Statement of Changes in Beneficial Ownership of Securities, including any attached documents; (iv) Form 5, Annual Statement of Beneficial Ownership of Securities in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder, including any attached documents; (v) Schedule 13D and (vi) amendments of each thereof, in accordance with the Securities Exchange Act of 1934, as amended, and the rules thereunder, including any attached documents; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, Schedule 13D or any amendment(s) thereto, and timely file such form(s) with the SEC and any securities exchange, national association or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact, acting singly, full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 or Regulation 13D-G of the Securities Exchange Act of 1934, as amended. The undersigned hereby agrees to indemnify the attorney in fact and the Company from and against any demand, damage, loss, cost or expense arising from any false or misleading information provided by the undersigned to the attorney-in fact. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file such forms with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of April 11, 2014. /s/ Dana Stalder