SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Yellurkar Devdutt

(Last) (First) (Middle)
C/O CHARLES RIVER PARTNERSHIP
ONE BROADWAY, 15TH FLOOR

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Zendesk, Inc. [ ZEN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/20/2014
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Series A Common Stock 05/20/2014 C 384,423 A (1)(2) 384,423 I Charles River Friends XIII-A, LP(3)
Series A Common Stock 05/20/2014 J(4) 384,423 D (4) 0 I Charles River Friends XIII-A, LP(3)
Common Stock 05/20/2014 J(4) 384,423 A (4) 384,423 I Charles River Friends XIII-A, LP(3)
Common Stock 05/20/2014 P 4,505 A $9 388,928 I Charles River Friends XIII-A, LP(3)
Series A Common Stock 05/20/2014 C 13,696,141 A (1)(2) 13,696,141 I By Charles River Partnership XIII, LP(5)
Series A Common Stock 05/20/2014 J(4) 13,696,141 D (4) 0 I By Charles River Partnership XIII, LP(5)
Common Stock 05/20/2014 J(4) 13,696,141 A (4) 13,696,141 I By Charles River Partnership XIII, LP(5)
Common Stock 05/20/2014 P 160,495 A $9 13,856,636 I By Charles River Partnership XIII, LP(5)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series B Common Stock (2) 05/20/2014 C 3,844 (2) (2) Series A Common Stock 3,844 $0.00 0 I By Charles River Friends XIII-A, LP(3)
Series B Common Stock (2) 05/20/2014 C 136,975 (2) (2) Series A Common Stock 136,975 $0.00 0 I By Charles River Partnership XIII, LP(5)
Series A Preferred Stock (1) 05/20/2014 C 244,496 (1) (1) Series A Common Stock 244,496 $0.00 0 I By Charles River Friends XIII-A, LP(3)
Series A Preferred Stock (1) 05/20/2014 C 8,710,822 (1) (1) Series A Common Stock 8,710,822 $0.00 0 I By Charles River Partnership XIII, LP(5)
Series B Preferred Stock (1) 05/20/2014 C 104,542 (1) (1) Series A Common Stock 104,542 $0.00 0 I By Charles River Friends XIII-A, LP(3)
Series B Preferred Stock (1) 05/20/2014 C 3,724,628 (1) (1) Series A Common Stock 3,724,628 $0.00 0 I By Charles River Partnership XIII, LP(5)
Series C Preferred Stock (1) 05/20/2014 C 27,406 (1) (1) Series A Common Stock 27,406 $0.00 0 I By Charles River Friends XIII-A, LP(3)
Series C Preferred Stock (1) 05/20/2014 C 976,404 (1) (1) Series A Common Stock 976,404 $0.00 0 I By Charles River Partnership XIII, LP(5)
Series D Preferred Stock (1) 05/20/2014 C 4,135 (1) (1) Series A Common Stock 4,135 $0.00 0 I By Charles River Friends XIII-A, LP(3)
Series D Preferred Stock (1) 05/20/2014 C 147,312 (1) (1) Series A Common Stock 147,312 $0.00 0 I By Charles River Partnership XIII, LP(5)
Explanation of Responses:
1. Each share of Series A Preferred Stock, Series B 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 completion of the Issuer's initial public offering of Common Stock and has no expiration date or conversion price.
2. 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.
3. These shares are held directly by Charles River Friends XIII-A, LP. Devdutt Yellurkar is a managing member of Charles River XIII GP, LLC, the ultimate general partner of Charles River Friends XIII-A, LP and may be deemed to hold voting and dispositive power over the 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.
4. 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.
5. These shares are held directly by Charles River Partnership XIII, LP. Devdutt Yellurkar is a managing member of Charles River XIII GP, LLC, the ultimate general partner of Charles River Partnership XIII, LP and may be deemed to hold voting and dispositive power over the 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.
Remarks:
/s/ Devdutt Yellurkar 05/21/2014
** 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 4 (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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.