Sec Form 4 Filing - Svane Mikkel @ Zendesk, Inc. - 2022-11-22

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) 11/22/2022 (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 11/22/2022 D 505,899 D 0 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) $ 155.97 11/22/2022 D 56,666 ( 2 ) 02/08/2031 Common Stock 56,666( 2 ) $ 0( 2 ) 0 D Stock Option (Right to Buy) $ 116.67 11/22/2022 D 112,757 ( 2 ) 02/28/2032 Common Stock 112,757( 2 ) $ 0( 2 ) 0 D Stock Option (Right to Buy) $ 89.2 11/22/2022 D 78,290 ( 2 ) 02/10/2030 Common Stock 78,290( 2 ) $ 0( 2 ) 0 D Stock Option (Right to Buy) $ 73.27 11/22/2022 D 51,800 ( 3 ) 02/07/2029 Common Stock 51,800( 3 ) $ 4.23( 3 ) 0 D Stock Option (Right to Buy) $ 38.5 11/22/2022 D 64,800 ( 3 ) 02/08/2028 Common Stock 64,800( 3 ) $ 39( 3 ) 0 D Stock Option (Right to Buy) $ 27.06 11/22/2022 D 75,600 ( 3 ) 05/09/2027 Common Stock 75,600( 3 ) $ 50.44( 3 ) 0 D Stock Option (Right to Buy) $ 24.77 11/22/2022 D 232,900 ( 3 ) 02/04/2025 Common Stock 232,900( 3 ) $ 52.73( 3 ) 0 D Stock Option (Right to Buy) $ 23.44 11/22/2022 D 75,000 ( 3 ) 05/06/2026 Common Stock 75,000( 3 ) $ 54.06( 3 ) 0 D Stock Option (Right to Buy) $ 9.52 11/22/2022 D 1,009,136 ( 3 ) 02/13/2024 Common Stock 1,009,136( 3 ) $ 67.98( 3 ) 0 D Restricted Stock Unit ( 4 ) 11/22/2022 D 15,938 ( 4 ) 02/08/2028 Common Stock 15,938( 4 ) $ 77.5 0 D Restricted Stock Unit ( 4 ) 11/22/2022 D 12,234 ( 4 ) 02/10/2027 Common Stock 12,234( 4 ) $ 77.5 0 D Restricted Stock Unit ( 4 ) 11/22/2022 D 1,080 ( 4 ) 02/07/2026 Common Stock 1,080( 4 ) $ 77.5 0 D Performance Restricted Stock Unit ( 5 ) 11/22/2022 A 56,378 ( 5 ) 02/28/2029 Common Stock 56,378( 5 ) $ 0 56,378 D Performance Restricted Stock Unit ( 5 ) 11/22/2022 D 56,378 ( 5 ) 02/28/2029 Common Stock 56,378( 5 ) $ 77.5 0 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/ Albert Yeh via Power-of-Attorney for Mikkel Svane 11/25/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares of Company common stock were disposed of pursuant to the Agreement and Plan of Merger, dated as of June 24, 2022 (the "Merger Agreement"), by and among the Company, Zoro BidCo, Inc., a Delaware corporation, and Zoro Merger Sub, Inc., a Delaware corporation, whereby at the effective time of the merger contemplated therein (the "Effective Time"), each share of Company common stock issued and outstanding immediately prior to the Effective Time, subject to certain exceptions as provided in the Merger Agreement, was converted into the right to receive $77.50 in cash, without interest (the "Merger Consideration"), subject to any required tax withholding as provided in the Merger Agreement. ( 2 )At the Effective Time, each Company stock option that was out-of-the-money was cancelled for no consideration in accordance with the terms of the Merger Agreement. ( 3 )At the Effective Time, each Company stock option that was in-the-money was canceled and converted, in accordance with the terms of the Merger Agreement, into the right to receive an unvested cash award (if such Company stock option was unvested) or a cash payment (if such Company stock option was vested), in each case, equal to the product of (x) the excess of the Merger Consideration over the exercise price per share of Company Common Stock subject to such option multiplied by (y) the total number of shares of Company Common Stock subject to such option as of immediately prior to the Effective Time. ( 4 )At the Effective Time, each restricted stock unit award was canceled and converted, in accordance with the terms of the Merger Agreement, into the right to receive an unvested cash award equal to the product of (x) the number of shares of Company Common Stock subject to such award as of immediately prior to the Effective Time multiplied by (y) the Merger Consideration. ( 5 )At the Effective Time, each performance-based restricted stock unit award was canceled and converted, in accordance with the terms of the Merger Agreement, into the right to receive an unvested cash award equal to the product of (x) the number of shares of Company Common Stock subject to such award as of immediately prior to the Effective Time multiplied by (y) the Merger Consideration.

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).

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