0001209191-14-036509.txt : 20140523 0001209191-14-036509.hdr.sgml : 20140523 20140523123249 ACCESSION NUMBER: 0001209191-14-036509 CONFORMED SUBMISSION TYPE: 3/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140514 FILED AS OF DATE: 20140523 DATE AS OF CHANGE: 20140523 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: Charles River Partnership XIII, LP CENTRAL INDEX KEY: 0001519781 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-36456 FILM NUMBER: 14866299 BUSINESS ADDRESS: STREET 1: ONE BROADWAY STREET 2: 15TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 781-768-6000 MAIL ADDRESS: STREET 1: ONE BROADWAY STREET 2: 15TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Charles River Friends XIII-A LP CENTRAL INDEX KEY: 0001417731 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-36456 FILM NUMBER: 14866300 BUSINESS ADDRESS: STREET 1: ONE BROADWAY STREET 2: 15TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: (781-768-6023 MAIL ADDRESS: STREET 1: ONE BROADWAY STREET 2: 15TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Charles River XIII GP, LLC CENTRAL INDEX KEY: 0001519780 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-36456 FILM NUMBER: 14866301 BUSINESS ADDRESS: STREET 1: ONE BROADWAY STREET 2: 15TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 781-768-6000 MAIL ADDRESS: STREET 1: ONE BROADWAY STREET 2: 15TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 3/A 1 doc3a.xml FORM 3/A SUBMISSION X0206 3/A 2014-05-14 2014-05-14 0 0001463172 Zendesk, Inc. ZEN 0001519780 Charles River XIII GP, LLC ONE BROADWAY, 15TH FLOOR CAMBRIDGE MA 02142 0 0 1 0 0001417731 Charles River Friends XIII-A LP ONE BROADWAY, 15TH FLOOR CAMBRIDGE MA 02142 0 0 1 0 0001519781 Charles River Partnership XIII, LP ONE BROADWAY, 15TH FLOOR CAMBRIDGE MA 02142 0 0 1 0 Series B Common Stock Series A Common Stock 3844 I By Charles River Friends XIII-A, LP Series B Common Stock Series A Common Stock 136975 I By Charles River Partnership XIII, LP Series A Preferred Stock Series A Common Stock 244496 I By Charles River Friends XIII-A, LP Series A Preferred Stock Series A Common Stock 8710822 I By Charles River Partnership XIII, LP Series B Preferred Stock Series A Common Stock 104542 I By Charles River Friends XIII-A, LP Series B Preferred Stock Series A Common Stock 3724628 I By Charles River Partnership XIII, LP Series C Preferred Stock Series A Common Stock 27406 I By Charles River Friends XIII-A, LP Series C Preferred Stock Series A Common Stock 976404 I By Charles River Partnership XIII, LP Series D Preferred Stock Series A Common Stock 4135 I By Charles River Friends XIII-A, LP Series D Preferred Stock Series A Common Stock 147312 I By Charles River Partnership XIII, LP 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. 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. 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. 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. Charles River XIII GP, LLC By: Charles River XIII GP, LLC Its: General Partner /s/ Devdutt Yellurkar, Authorized Manager 2014-05-23 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 2014-05-14 Charles River Partnership XIII, LP, By: Charles River XIII GP, LLC, Its: General Partner /s/ John Geschke as Attorney in fact 2014-05-14 EX-24.3A_524433 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 a Section 16 reporting person 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 29, 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/ Devdutt Yellurkar Authorized Manager Charles River Partnership XIII, LP By: Charles River XIII GP, LLC Its: General Partner /s/ Devdutt Yellurkar Authorized Manager Charles River XIII GP, LLC By: Charles River XIII GP, LLC Its: General Partner /s/ Devdutt Yellurkar Authorized Manager