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^*

Abildgaard Soren

(Last)

(First)

(Middle)

C/O ZENDESK, INC.

989 MARKET STREET

(Street)

SAN FRANCISCO

94103

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/05/2021

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)
	EVP of Engineering

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	109	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)
Stock Option (Right to Buy)	⁽¹⁾	11/08/2027	Common Stock	17,501	$35.65	D
Stock Option (Right to Buy)	⁽²⁾	02/07/2029	Common Stock	8,338	$73.27	D
Stock Option (Right to Buy)	⁽³⁾	02/10/2030	Common Stock	14,273	$89.2	D
Stock Option (Right to Buy)	⁽⁴⁾	02/08/2031	Common Stock	7,084	$155.97	D
Restricted Stock Unit	⁽⁵⁾	01/31/2025	Common Stock	12,918	⁽⁶⁾	D
Restricted Stock Unit	⁽⁷⁾	02/07/2026	Common Stock	3,988	⁽⁶⁾	D
Restricted Stock Unit	⁽⁸⁾	02/10/2027	Common Stock	7,137	⁽⁶⁾	D
Restricted Stock Unit	⁽⁹⁾	10/27/2027	Common Stock	8,550	⁽⁶⁾	D
Restricted Stock Unit	⁽¹⁰⁾	02/08/2028	Common Stock	10,404	⁽⁶⁾	D

Explanation of Responses:

1. 1/4th of the shares subject to the Options vested and became exercisable one year after the vesting commencement date of November 6, 2017, and an additional 1/48th of the shares shall vest and become exercisable each month 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.

2. 1/48th of the shares issuable pursuant to the Options shall vest each month after the vesting commencement date of February 7, 2019, 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.

3. 1/48th of the shares issuable pursuant to the Options shall vest each month after the vesting commencement date of February 10, 2020, 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. 1/48th of the shares issuable pursuant to the Options shall vest each month after the vesting commencement date of February 8, 2021, 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. 1/4th of the shares issuable pursuant to the restricted stock units shall vest one year after the vesting commencement date of November 15, 2017 and an additional 1/48th of the shares issuable pursuant to the restricted stock units shall vest each month 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.

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

7. 1/48th of the shares issuable pursuant to the restricted stock units shall vest each month after the vesting commencement date of January 15, 2019, 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 issuable pursuant to the restricted stock units shall vest each month after the vesting commencement date of February 15, 2020, 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.

9. 1/3rd of the shares issuable pursuant to the restricted stock units shall vest annually after the vesting commencement date of October 15, 2020, 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.

10. 1/48th of the shares issuable pursuant to the restricted stock units shall vest each month after the vesting commencement date of February 15, 2021, 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:

Exhibit 24 - Power of Attorney

	/s/ Steven Chen via Power-of-Attorney for Soren Abildgaard	04/08/2021
	** 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.
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