Sec Form 4 Filing - Subotovsky Santiago @ Zoom Video Communications, Inc. - 2020-01-06

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
Subotovsky Santiago
2. Issuer Name and Ticker or Trading Symbol
Zoom Video Communications, Inc. [ ZM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
160 BOVET ROAD, SUITE 300
3. Date of Earliest Transaction (MM/DD/YY)
01/06/2020
(Street)
SAN MATEO, CA94402
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
Class A Common Stock 01/06/2020 C( 1 )( 2 ) 1,448,524 A $ 0 1,448,524 I See footnote ( 3 )
Class A Common Stock 01/06/2020 J( 1 )( 2 ) 1,448,524 D $ 0 0 I See footnote ( 3 )
Class A Common Stock 01/06/2020 C( 4 )( 5 ) 176,476 A $ 0 176,476 I See footnote ( 6 )
Class A Common Stock 01/06/2020 J( 4 )( 5 ) 176,476 D $ 0 0 I See footnote ( 6 )
Class A Common Stock 01/06/2020 J( 7 ) 9,777 A $ 0 12,992 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
Class B Common Stock ( 8 ) 01/06/2020 C( 1 )( 2 ) 1,448,524 ( 8 ) ( 8 ) Class A Common Stock 1,448,524 $ 0 24,169,692 I See footnote ( 3 )
Class B Common Stock ( 8 ) 01/06/2020 C( 4 )( 5 ) 176,476 ( 8 ) ( 8 ) Class A Common Stock 176,476 $ 0 2,944,133 I See footnote ( 6 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Subotovsky Santiago
160 BOVET ROAD, SUITE 300
SAN MATEO, CA94402
X
Signatures
/s/ Aparna Bawa, Attorney-in-Fact 01/08/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On January 6, 2020, Emergence Capital Partners III, L.P. ("Emergence") converted in the aggregate 1,448,524 shares of the Issuer's Class B Common Stock into 1,448,524 shares of the Issuer's Class A Common Stock. Subsequently on the same date, Emergence distributed in-kind, without consideration, all 1,448,524 shares of Class A Common Stock pro-rata to its partners, including its limited partners and its general partner, Emergence Equity Partners III, L.P. ("EEP III"), in accordance with the exemption under Rule 16a-9(a) and Rule 16a-13 of the Securities Exchange Act of 1934, as amended. Of the distributed shares, 1,002,824 shares were distributed pursuant to a 10b5-1 plan adopted by Emergence on September 27, 2019.
( 2 )(continued from footnote 1) Upon receipt by EEP III of its pro rata interest of the distribution (142,983 of Class A Common Stock), EEP III distributed in-kind, without consideration, all such shares pro-rata to its limited partners in accordance with the exemption under Rule 16a-9(a) and Rule 16a-13 of the Securities Exchange Act of 1934, as amended.
( 3 )Shares held directly by Emergence. The sole general partner of Emergence is EEP III, and the sole general partner of EEP III is Emergence GP Partners, LLC ("EGP"). The Reporting Person is a member of EEP III. The Reporting Person disclaims Section 16 beneficial ownership of the shares held by Emergence, except to the extent, if any, of his pecuniary interest therein, and this report shall not be deemed an admission that he is the beneficial owner of such shares for Section 16 or any other purpose.
( 4 )On January 6, 2020, EZP converted in the aggregate 176,476 shares of the Issuer's Class B Common Stock into 176,476 shares of the Issuer's Class A Common Stock. Subsequently on the same date, EZP distributed in-kind, without consideration, all 176,476 shares of Class A Common Stock pro-rata to its limited partners and its general partner, Emergence Equity Partners III, L.P. ("EEP III") in accordance with the exemption under Rule 16a-9(a) and Rule 16a-13 of the Securities Exchange Act of 1934, as amended. Of the distributed shares, 122,176 shares were distributed pursuant to a 10b5-1 plan adopted by EZP on September 27, 2019.
( 5 )(continued from footnote 4) Upon receipt by EEP III of its pro rata interest of the distribution (19,973 shares of Class A Common Stock), EEP III distributed in-kind, without consideration, all such shares pro-rata to its limited partners in accordance with the exemption under Rule 16a-9(a) and Rule 16a-13 of the Securities Exchange Act of 1934, as amended.
( 6 )Shares held directly by EZP. The sole general partner of EZP is EEP III, and the sole general partner of EEP III is EGP. The Reporting Person disclaims Section 16 beneficial ownership of the shares held by EZP, except to the extent, if any, of his pecuniary interest therein, and this report shall not be deemed an admission that he is the beneficial owner of such shares for Section 16 or any other purpose.
( 7 )Represents the receipt of shares of Class A Common Stock of the Issuer by virtue of the pro rata distributions described above.
( 8 )Each share of Class B Common Stock is convertible at the option of Emergence and EZP, as applicable, into one share of Class A Common Stock and has no expiration date. Each share of Class B Common Stock held by Emergence and EZP, as applicable, will automatically convert into one share of Class A Common Stock upon any transfer by Emergence and EZP, as applicable, except certain "Permitted Transfers" described in the Issuer's certificate of incorporation. All outstanding shares of Class B Common Stock will convert into shares of Class A Common Stock upon the earliest of (i) six months following the death or incapacity of Mr. Yuan, (ii) six months following the date that Mr. Yuan ceases providing services to the Issuer, (iii) the date specified by the holders of a majority of the shares of Class B Common Stock, and (iv) the 15-year anniversary of the closing of the Issuer's initial public offering.

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