0001463172-21-000110.txt : 20210317 0001463172-21-000110.hdr.sgml : 20210317 20210317211555 ACCESSION NUMBER: 0001463172-21-000110 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210315 FILED AS OF DATE: 20210317 DATE AS OF CHANGE: 20210317 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Gennaro Norman CENTRAL INDEX KEY: 0001727790 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36456 FILM NUMBER: 21752720 MAIL ADDRESS: STREET 1: 1019 MARKET STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94103 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Zendesk, Inc. CENTRAL INDEX KEY: 0001463172 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 264411091 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 989 MARKET STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94103 BUSINESS PHONE: (415) 418-7506 MAIL ADDRESS: STREET 1: 989 MARKET STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94103 4 1 wf-form4_161603013468724.xml FORM 4 X0306 4 2021-03-15 0 0001463172 Zendesk, Inc. ZEN 0001727790 Gennaro Norman 989 MARKET STREET SAN FRANCISCO CA 94103 0 1 0 0 President of Sales Common Stock 2021-03-15 4 M 0 325 A 26945 D Common Stock 2021-03-15 4 F 0 162 134.87 D 26783 D Common Stock 2021-03-15 4 M 0 407 A 27190 D Common Stock 2021-03-15 4 F 0 202 134.87 D 26988 D Common Stock 2021-03-15 4 M 0 295 A 27283 D Common Stock 2021-03-15 4 F 0 147 134.87 D 27136 D Common Stock 2021-03-15 4 M 0 2396 A 29532 D Common Stock 2021-03-15 4 F 0 1188 134.87 D 28344 D Common Stock 2021-03-15 4 M 0 3000 35.47 A 31344 D Common Stock 2021-03-15 4 M 0 1000 73.27 A 32344 D Common Stock 2021-03-15 4 S 0 5000 133.82 D 27344 D Restricted Stock Unit 2021-03-15 4 M 0 325 0 D 2026-02-07 Common Stock 325.0 7151 D Restricted Stock Unit 2021-03-15 4 M 0 407 0 D 2027-02-10 Common Stock 407.0 14273 D Restricted Stock Unit 2021-03-15 4 M 0 295 0 D 2028-02-08 Common Stock 295.0 13872 D Restricted Stock Unit 2021-03-15 4 M 0 2396 0 D 2025-01-31 Common Stock 2396.0 23960 D Stock Option (Right to Buy) 35.47 2021-03-15 4 M 0 3000 0 D 2028-01-09 Common Stock 3000.0 110000 D Stock Option (Right to Buy) 73.27 2021-03-15 4 M 0 1000 0 D 2029-02-07 Common Stock 1000.0 29200 D Restricted stock units convert into common stock on a one-for-one basis. Represents the number of shares withheld by the Issuer in satisfaction of tax withholding obligations in connection with the vesting of the restricted stock units listed in Table II. Such withholding is mandated by an election of the Issuer made in advance and does not represent a discretionary trade by the Reporting Person. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by Norman Gennaro on November 2, 2020. 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. 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. 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. 1/4th of the shares issuable pursuant to the restricted stock units shall vest one year after the vesting commencement date of January 15, 2018 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. 1/4th of the shares issuable pursuant to the option shall vest one year after the vesting commencement date of January 02, 2018 and an additional 1/48th of the shares issuable pursuant to the option shall vest each month thereafter, subject to the Reporting Person's continuous service to the Issuer on each such date. The Reporting Person will be eligible to participate in the Issuers's Change of Control Acceleration Plan. If the Reporting Person elects to participate in the Issuers's Change of Control Acceleration Plan, unvested shares will be subject to acceleration upon the occurrence of certain events described therein. 1/48th of the shares subject to the option shall vest and become exercisable monthly 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. Exhibit 24 - Power of Attorney /s/ Steven Chen via Power-of-Attorney for Norman Gennaro 2021-03-17 EX-24 2 poa_forxsectionx16xreports.htm POWER OF ATTORNEY

LIMITED POWER OF ATTORNEY
The undersigned hereby constitutes and appoints each of Mikkel Svane, Shanti Ariker, John Geschke, Steven Chen, and Bradley C. Weber, signing singly, and with full power of substitution, the undersigneds true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the undersigneds capacity as an officer and/or director of Zendesk, Inc., a Delaware corporation (theCompany), from time to time the following U.S. Securities and Exchange Commission (SEC) forms: (i) Form ID, including any attached documents
(such as Update Passphrase Authentication), 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) Schedules 13D and 13G; 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 13G, 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-facts 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-facts 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 undersigneds responsibilities to comply with Section 16orRegulation13D-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 undersigneds 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.  This Power of Attorney supersedes any prior power of attorney in connection with the undersigneds capacity as an officer and/or director of the Company. This Power of Attorney shall expire as to any individual attorney-in-fact if such attorney-in-fact ceases to be an executive officer or employee of, or serve as outside counsel to, the Company.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of February 23, 2021.

/s/ Norman Gennaro