Sec Form 4 Filing - SPURLOCK STEVEN M @ Zendesk, Inc. - 2015-05-11

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
SPURLOCK STEVEN M
2. Issuer Name and Ticker or Trading Symbol
Zendesk, Inc. [ ZEN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O BENCHMARK CAPITAL, 2965 WOODSIDE ROAD
3. Date of Earliest Transaction (MM/DD/YY)
05/11/2015
(Street)
WOODSIDE, CA94062
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 05/11/2015 J( 1 ) 2,192,794 D $ 0 8,771,173 I See footnote ( 2 )
Common Stock 05/11/2015 J( 1 ) 53,881 A $ 0 53,881 I See footnote ( 3 )
Common Stock 05/11/2015 J( 1 ) 76,762 A $ 0 76,762 I See footnote ( 4 )
Common Stock 05/11/2015 J( 1 ) 57,344 A $ 0 57,344 D ( 5 )
Common Stock 05/11/2015 J( 1 ) 89,246 A $ 0 89,246 I See footnote ( 6 )
Common Stock 05/12/2015 S 3,115 D $ 21.9891 ( 7 ) 86,131 I See footnote ( 6 )
Common Stock 05/11/2015 J( 1 ) 26,302 A $ 0 26,302 I See footnote ( 8 )
Common Stock 05/12/2015 S 932 D $ 21.9891 ( 7 ) 25,370 I See footnote ( 8 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SPURLOCK STEVEN M
C/O BENCHMARK CAPITAL
2965 WOODSIDE ROAD
WOODSIDE, CA94062
X
LASKY MITCHELL
C/O BENCHMARK CAPITAL
2965 WOODSIDE ROAD
WOODSIDE, CA94062
X
KAGLE ROBERT
C/O BENCHMARK CAPITAL
2965 WOODSIDE ROAD
WOODSIDE, CA94062
X
HARVEY KEVIN
C/O BENCHMARK CAPITAL
2965 WOODSIDE ROAD
WOODSIDE, CA94062
X
Signatures
/s/ Steven M. Spurlock 05/13/2015
Signature of Reporting Person Date
/s/ Steven M. Spurlock, Designated Filer and Authorized Signatory 05/13/2015
Signature of Reporting Person Date
/s/ Steven M. Spurlock, Designated Filer and Authorized Signatory 05/13/2015
Signature of Reporting Person Date
/s/ Steven M. Spurlock, Designated Filer and Authorized Signatory 05/13/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents a pro-rata, in-kind distribution by Benchmark Capital Partners VI, L.P. ("BCP VI") and its affiliated funds and associated persons, without additional consideration, to their respective partners, members and assigns.
( 2 )Shares held of record by BCP VI, as nominee for BCP VI, Benchmark Founders' Fund VI, L.P. ("BFF VI"), Benchmark Founders' Fund VI-B, L.P. ("BFF IV-B") and related persons. Benchmark Capital Management Co. VI, L.L.C. ("BCMC VI"), the general partner of each of BCP VI, BFF VI and BFF VI-B, may be deemed to have sole voting and investment power over such shares.
( 3 )Shares are owned directly by limited partnerships controlled by Kevin R. Harvey.
( 4 )Shares are owned directly by Kevin R. Harvey's family trust.
( 5 )Shares are owned directly by Robert C. Kagle.
( 6 )Shares are owned directly by Mitchell H. Lasky's family trust.
( 7 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.84 to $22.58, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote 7 to this Form 4.
( 8 )Shares are owned directly by Steven M. Spurlock's family trust.

Remarks:
Alexandre Balkanski, Matthew R.Cohler, Bruce W. Dunlevie, Peter H. Fenton, J. William Gurley, Kevin R. Harvey, Robert Kagle, Mitchell H. Lasky and Steven M. Spurlock are the managing members of BCMC VI, which serves as general partner to BCP VI, BFF VI and BFF VI-B, and may be deemed to share voting and investment power over the shares beneficially held by such entities. Each such person and entity disclaims the existence of a "group" and disclaims beneficial ownership of any securities (except to the extent of such person's or entity's pecuniary interest in such securities). *This report is one of three reports, each on a separate Form 4, but relating to the same transaction being filed by entities affiliated with Benchmark Capital and their applicable member*.

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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