0001463172-22-000354.txt : 20221125
0001463172-22-000354.hdr.sgml : 20221125
20221125203801
ACCESSION NUMBER: 0001463172-22-000354
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20221122
FILED AS OF DATE: 20221125
DATE AS OF CHANGE: 20221125
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Curtis Michael John
CENTRAL INDEX KEY: 0001775016
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36456
FILM NUMBER: 221420993
MAIL ADDRESS:
STREET 1: C/O ZENDESK, INC.
STREET 2: 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_166942666733542.xml
FORM 4
X0306
4
2022-11-22
1
0001463172
Zendesk, Inc.
ZEN
0001775016
Curtis Michael John
C/O ZENDESK, INC.
989 MARKET STREET
SAN FRANCISCO
CA
94103
1
0
0
0
Common Stock
2022-11-22
4
D
0
18341
D
0
D
Restricted Stock Unit
2022-11-22
4
D
0
3718
77.50
D
2029-02-28
Common Stock
3718.0
0
D
Stock Option (Right to Buy)
116.67
2022-11-22
4
D
0
44617
0
D
2032-02-28
Common Stock
44617.0
0
D
Includes 75 shares acquired by the Reporting Person on November 7, 2022, pursuant to the Issuer's Employee Stock Purchase Plan in a transaction exempt under Rule 16b-3(c).
The shares of Company common stock were disposed of pursuant to the Agreement and Plan of Merger, dated as of June 24, 2022 (the "Merger Agreement"), by and among the Company, Zoro BidCo, Inc., a Delaware corporation, and Zoro Merger Sub, Inc., a Delaware corporation, whereby at the effective time of the merger contemplated therein (the "Effective Time"), each share of Company common stock issued and outstanding immediately prior to the Effective Time, subject to certain exceptions as provided in the Merger Agreement, was converted into the right to receive $77.50 in cash, without interest (the "Merger Consideration"), subject to any required tax withholding as provided in the Merger Agreement.
At the Effective Time, each restricted stock unit award was canceled and converted, in accordance with the terms of the Merger Agreement, into the right to receive an unvested cash award equal to the product of (x) the number of shares of Company Common Stock subject to such award as of immediately prior to the Effective Time multiplied by (y) the Merger Consideration.
At the Effective Time, each Company stock option that was out-of-the-money was cancelled for no consideration in accordance with the terms of the Merger Agreement.
/s/ Albert Yeh via Power-of-Attorney for Michael John Curtis
2022-11-25