Sec Form 4 Filing - BRAGG MARCUS A @ Zendesk, Inc. - 2015-11-18

Insider filing report for Changes in Beneficial Ownership
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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
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1. Name and Address of Reporting Person
BRAGG MARCUS A
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 of Worldwide Sales
(Last) (First) (Middle)
1019 MARKET STREET
3. Date of Earliest Transaction (MM/DD/YY)
11/18/2015
(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 11/18/2015 M( 1 ) 4,827 A $ 6.58 5,778 D
Common Stock 11/18/2015 S( 1 ) 4,827 D $ 24.9 951 D
Common Stock 11/19/2015 M( 1 ) 225,603 A $ 6.58 226,554 D
Common Stock 11/19/2015 S( 1 ) 214,538 D $ 25.3479 ( 2 ) 12,016 D
Common Stock 11/19/2015 S( 1 ) 11,065 D $ 25.9576 ( 3 ) 951 D
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) $ 6.58 11/18/2015 M( 1 ) 4,827 ( 4 ) 09/03/2023 Common Stock 4,827 $ 0 690,603 D
Stock Option (Right to Buy) $ 6.58 11/19/2015 M( 1 ) 225,603 ( 4 ) 09/03/2023 Common Stock 225,603 $ 0 465,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BRAGG MARCUS A
1019 MARKET STREET
SAN FRANCISCO, CA94103
SVP of Worldwide Sales
Signatures
/s/ John Geschke, Attorney-in-Fact for Marcus A. Bragg 11/19/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person as of December 15, 2014.
( 2 )This sale price represents the weighted average sale price of the shares sold ranging from $24.90 to $25.895 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.
( 3 )This sale price represents the weighted average sale price of the shares sold ranging from $25.90 to $26.03 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. 1/4th of the shares subject to the option vested on August 30, 2014 and 1/48th of the shares subject to the option shall vest monthly 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. Unvested shares exercised are subject to a right of repurchase in favor of the Issuer 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).

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