Sec Form 4 Filing - Svane Mikkel @ Zendesk, Inc. - 2021-08-15

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
Svane Mikkel
2. Issuer Name and Ticker or Trading Symbol
Zendesk, Inc. [ ZEN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chair and CEO
(Last) (First) (Middle)
989 MARKET STREET
3. Date of Earliest Transaction (MM/DD/YY)
08/15/2021
(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 08/15/2021 M 675 A 840,482 D
Common Stock 08/15/2021 F 335 ( 2 ) D $ 123.72 840,147 D
Common Stock 08/15/2021 M 539 A 840,686 D
Common Stock 08/15/2021 F 268 ( 2 ) D $ 123.72 840,418 D
Common Stock 08/15/2021 M 816 A 841,234 D
Common Stock 08/15/2021 F 405 ( 2 ) D $ 123.72 840,829 D
Common Stock 08/15/2021 M 590 A 841,419 D
Common Stock 08/15/2021 F 293 ( 2 ) D $ 123.72 841,126 D
Common Stock 08/16/2021 M( 3 ) 43,875 A $ 9.52 885,001 D
Common Stock 08/16/2021 S( 3 ) 6,818 D $ 119.573 ( 4 ) 878,183 D
Common Stock 08/16/2021 S( 3 ) 29,521 D $ 120.2577 ( 5 ) 848,662 D
Common Stock 08/16/2021 S( 3 ) 3,615 D $ 121.3866 ( 6 ) 845,047 D
Common Stock 08/16/2021 S( 3 ) 2,770 D $ 122.1522 ( 7 ) 842,277 D
Common Stock 08/16/2021 S( 3 ) 1,151 D $ 122.92 ( 8 ) 841,126 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
Restricted Stock Unit ( 1 ) 08/15/2021 M 675 ( 9 ) 02/08/2025 Common Stock 675 $ 0 3,376 D
Restricted Stock Unit ( 1 ) 08/15/2021 M 539 ( 10 ) 02/07/2026 Common Stock 539 $ 0 9,174 D
Restricted Stock Unit ( 1 ) 08/15/2021 M 816 ( 11 ) 02/10/2027 Common Stock 816 $ 0 24,466 D
Restricted Stock Unit ( 1 ) 08/15/2021 M 590 ( 12 ) 02/08/2028 Common Stock 590 $ 0 24,792 D
Stock Option (Right to Buy) $ 9.52 08/16/2021 M( 3 ) 43,875 ( 13 ) 02/13/2024 Common Stock 43,875 $ 0 1,272,386 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Svane Mikkel
989 MARKET STREET
SAN FRANCISCO, CA94103
X Chair and CEO
Signatures
/s/ Steven Chen via Power-of-Attorney for Mikkel Svane 08/17/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Restricted stock units convert into common stock on a one-for-one basis.
( 2 )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.
( 3 )This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by Mikkel Svane on November 23, 2020.
( 4 )This sale price represents the weighted average sale price of the shares sold ranging from $118.84 to $119.93 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.
( 5 )This sale price represents the weighted average sale price of the shares sold ranging from $119.94 to $120.83 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.
( 6 )This sale price represents the weighted average sale price of the shares sold ranging from $120.84 to $121.83 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.
( 7 )This sale price represents the weighted average sale price of the shares sold ranging from $121.84 to $122.82 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.
( 8 )This sale price represents the weighted average sale price of the shares sold at $122.92 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.
( 9 )1/48th of the shares issuable pursuant to the restricted stock units shall vest each month after the vesting commencement date of January 15, 2018, 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.
( 10 )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.
( 11 )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.
( 12 )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.
( 13 )The option is early exercisable. 1/60th of the shares vest monthly after the vesting commencement date of 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.

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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