Sec Form 4 Filing - Sinha Amit @ Zscaler, Inc. - 2021-01-07

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 Sinha Amit 2. Issuer Name and Ticker or Trading Symbol Zscaler, Inc. [ ZS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President of R&D and CTO (Last) (First) (Middle) C/O ZSCALER, INC., 120 HOLGER WAY 3. Date of Earliest Transaction (MM/DD/YY) 01/07/2021 (Street) SAN JOSE, CA95134 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 01/07/2021 M 7,000 A $ 5.925 256,646 D Common Stock 01/07/2021 S 294 D $ 185.8673 256,352 D Common Stock 01/07/2021 S 1,200 D $ 190.3792 255,152 D Common Stock 01/07/2021 S 3,200 D $ 191.1384 251,952 D Common Stock 01/07/2021 S 1,800 D $ 192.14 250,152 D Common Stock 01/07/2021 S 506 D $ 193.2395 249,646 D Common Stock 12/15/2020 J V 110,000 D $ 0 171,702 I See footnote ( 1 ) Common Stock 12/15/2020 G V 22,000 ( 2 ) D $ 0 149,702 I See footnote ( 1 ) Common Stock 55,000 I See footnote ( 3 ) Common Stock 55,000 I See Footnote ( 4 ) Common Stock 48,000 I See Footnote ( 5 )

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 Employee Stock Option (right to buy) $ 5.925 01/07/2021 M 7,000 ( 6 ) 04/10/2027 Common Stock 7,000 $ 0 176,333 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sinha Amit C/O ZSCALER, INC. 120 HOLGER WAY SAN JOSE, CA95134 X President of R&D and CTO Signatures /s/ Torrie Nute, by power of attorney 01/08/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares are held of record by the Sinha Revocable Trust dated September 24, 2011 for which the reporting person serves as trustee. The total reflects 110,000 shares which were re-registered and now held by the South Dakota Trust Co. LLC TTEE Sinha Family Incentive Trust and the South Dakota Trust Co. LLC TTEE Sinha Education Excellence Trust for each of which the reporting person's family members are beneficiaries. ( 2 )The reporting person transferred 22,000 shares of common stock to the Amit & Deepali Sinha Foundation for which the reporting person and his spouse serve as trustees. ( 3 )The shares are held of record by the South Dakota Trust Co. LLC TTEE Sinha Family Incentive Trust for which the reporting person's family members are beneficiaries. ( 4 )The shares are held of record by the South Dakota Trust Co. LLC TTEE Sinha Education Excellence Trust for which the reporting person's family members are beneficiaries. ( 5 )The shares are held of record by the Amit & Deepali Sinha Foundation for which the reporting person and his spouse serve as trustees. ( 6 )One-fourth of the shares subject to the option vest on November 1, 2018 and 1/48 of the shares vest monthly thereafter.

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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