Sec Form 4 Filing - Gennaro Norman @ Zendesk, Inc. - 2022-06-24

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
Gennaro Norman
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)
President of Sales
(Last) (First) (Middle)
989 MARKET STREET
3. Date of Earliest Transaction (MM/DD/YY)
06/24/2022
(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 06/24/2022 M( 1 ) 5,000 A $ 35.47 36,813 D
Common Stock 06/24/2022 S( 1 ) 7,000 D $ 75.5 29,813 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) $ 35.47 06/24/2022 M( 1 ) 5,000 ( 2 ) 01/09/2028 Common Stock 5,000 $ 0 54,000 D
Restricted Stock Unit ( 3 ) 06/24/2022 A 25,806 ( 4 ) 06/24/2029 Common Stock 25,806 $ 0 25,806 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Gennaro Norman
989 MARKET STREET
SAN FRANCISCO, CA94103
President of Sales
Signatures
/s/ Albert Yeh via Power-of-Attorney for Norman Gennaro 06/28/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by Norman Gennaro on September 13, 2021.
( 2 )1/4th of the shares issuable pursuant to the option shall vest one year after the vesting commencement date of January 02, 2018 and an additional 1/48th of the shares issuable pursuant to the option shall vest each month thereafter, subject to the Reporting Person's continuous service to the Issuer on each such date. The Reporting Person will be eligible to participate in the Issuers's Change of Control Acceleration Plan. If the Reporting Person elects to participate in the Issuers's Change of Control Acceleration Plan, unvested shares will be subject to acceleration upon the occurrence of certain events described therein.
( 3 )Restricted stock units convert into common stock on a one-for-one basis.
( 4 )All of the shares issuable pursuant to the restricted stock units shall vest on June 24, 2023, subject to the Reporting Person's continuous service to the Issuer. 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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