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