Sec Form 4 Filing - BLACK ALAN J @ Zendesk, Inc. - 2015-11-11

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
BLACK ALAN J
2. Issuer Name and Ticker or Trading Symbol
Zendesk, Inc. [ ZEN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
SVP and CFO
(Last) (First) (Middle)
1019 MARKET STREET
3. Date of Earliest Transaction (MM/DD/YY)
11/11/2015
(Street)
SAN FRANCISCO, CA94103
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Common Stock 11/09/2015 G V 2,200 D $ 0 169,166 ( 1 ) D
Common Stock 11/09/2015 G V 12,500 D $ 0 156,666 D
Common Stock 11/09/2015 G V 12,500 A $ 0 281,790 I Alan J. Black and Linda J. Black, Trustees of Black Family Trust - 2001 U/I DTD. November 26, 2001
Common Stock 11/11/2015 S( 2 ) 26,490 D $ 24 ( 3 ) 255,300 I Alan J. Black and Linda J. Black, Trustees of Black Family Trust - 2001 U/I DTD. November 26, 2001
Common Stock 11/11/2015 M( 2 ) 7,200 A $ 6.24 163,866 D
Common Stock 11/11/2015 M( 2 ) 28,490 A $ 9.52 192,356 D
Common Stock 11/11/2015 S( 2 ) 35,690 D $ 24 ( 3 ) 156,666 D
Common Stock 40,000 I By Black 2013 Family Heritage Trust
Common Stock 40,000 I By Black 2014 Family Heritage Trust
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Stock Option (Right to Buy) $ 6.24 11/11/2015 M( 2 ) 7,200 ( 4 ) 05/03/2023 Common Stock 7,200 $ 0 70,300 D
Stock Option (Right to Buy) $ 9.52 11/11/2015 M( 2 ) 28,490 ( 5 ) 02/13/2024 Common Stock 28,490 $ 0 88,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BLACK ALAN J
1019 MARKET STREET
SAN FRANCISCO, CA94103
SVP and CFO
Signatures
/s/ John Geschke, Attorney-in-Fact for Alan J. Black 11/13/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The correct balance prior to this filing was 171,366.
( 2 )This transaction was effected pursuant to Rule 10b5-1 trading plans adopted by the Reporting Person.
( 3 )This sale price represents the weighted average sale price of the shares sold ranging from $24.00 to $24.01 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.
( 4 )The option is immediately exercisable as of the grant date. 1/48th of the shares vest monthly after April 23, 2013, 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. Unvested shares exercised are subject to a right of repurchase in favor of the Company should the Reporting Person cease to provide continuous service.
( 5 )The option is immediately exercisable as of the grant date. 1/60th of the shares vest monthly after February 13, 2014, 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. Unvested shares exercised are subject to a right of repurchase in favor of the Company should the Reporting Person cease to provide continuous service.

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.