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^*

Charles River XIV GP, LLC

(Last)

(First)

(Middle)

ONE BROADWAY, 15TH FLOOR

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/14/2014

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

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

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)

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)
Series B Common Stock	⁽¹⁾	⁽¹⁾	Series A Common Stock	3,844	⁽¹⁾	I	By Charles River Friends XIII-A, LP⁽²⁾
Series B Common Stock	⁽¹⁾	⁽¹⁾	Series A Common Stock	136,975	⁽¹⁾	I	By Charles River Partnership XIII, LP⁽³⁾
Series A Preferred Stock	⁽⁴⁾	⁽⁴⁾	Series A Common Stock	244,496	⁽⁴⁾	I	By Charles River Friends XIII-A, LP⁽²⁾
Series A Preferred Stock	⁽⁴⁾	⁽⁴⁾	Series A Common Stock	8,710,822	⁽⁴⁾	I	By Charles River Partnership XIII, LP⁽³⁾
Series B Preferred Stock	⁽⁴⁾	⁽⁴⁾	Series A Common Stock	104,542	⁽⁴⁾	I	By Charles River Friends XIII-A, LP⁽²⁾
Series B Preferred Stock	⁽⁴⁾	⁽⁴⁾	Series A Common Stock	3,724,628	⁽⁴⁾	I	By Charles River Partnership XIII, LP⁽³⁾
Series C Preferred Stock	⁽⁴⁾	⁽⁴⁾	Series A Common Stock	27,406	⁽⁴⁾	I	By Charles River Friends XIII-A, LP⁽²⁾
Series C Preferred Stock	⁽⁴⁾	⁽⁴⁾	Series A Common Stock	976,404	⁽⁴⁾	I	By Charles River Partnership XIII, LP⁽³⁾
Series D Preferred Stock	⁽⁴⁾	⁽⁴⁾	Series A Common Stock	4,135	⁽⁴⁾	I	By Charles River Friends XIII-A, LP⁽²⁾
Series D Preferred Stock	⁽⁴⁾	⁽⁴⁾	Series A Common Stock	147,312	⁽⁴⁾	I	By Charles River Partnership XIII, LP⁽³⁾

1. Name and Address of Reporting Person^*

Charles River XIV GP, LLC

(Last)

(First)

(Middle)

ONE BROADWAY, 15TH FLOOR

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Charles River Friends XIII-A LP

(Last)

(First)

(Middle)

ONE BROADWAY, 15TH FLOOR

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Charles River Partnership XIII, LP

(Last)

(First)

(Middle)

ONE BROADWAY, 15TH FLOOR

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. 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.

2. Consists of shares held by Charles River Friends XIII-A, LP. Charles River XIII GP, LLC is the ultimate general partner of Charles River Friends XIII-A, LP and may be deemed to hold voting and dispositive power with respect to the reported securities but disclaims beneficial ownership except to the extent of its pecuniary interest therein. The filing of this statement by any reporting person shall not be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any equity securities covered by this statement.

3. Consists of shares held by Charles River Partnership XIII, LP. Charles River XIII GP, LLC is the ultimate general partner of Charles River Partnership XIII, LP and may be deemed to hold voting and dispositive power with respect to the reported securities but disclaims beneficial ownership except to the extent of its pecuniary interest therein. The filing of this statement by any reporting person shall not be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any equity securities covered by this statement.

4. Each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred 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.

Remarks:

	Charles River XIII GP, LLC By: Charles River XIII GP, LLC Its: General Partner /s/ John Geschke as Attorney in fact	05/14/2014
	Charles River Friends XIII-A, LP, By: Charles River XIII GP, LP, Its: General Partner, By: Charles River XIII GP, LLC, Its: General Partner /s/ John Geschke as Attorney in fact	05/14/2014
	Charles River Partnership XIII, LP, By: Charles River XIII GP, LLC, Its: General Partner /s/ John Geschke as Attorney in fact	05/14/2014
	** 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 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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