Sec Form 4 Filing - Sinha Amit @ Zscaler, Inc. - 2021-03-18

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
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)
03/18/2021
(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 03/18/2021 M 7,000 A $ 5.925 248,533 D
Common Stock 03/18/2021 S( 1 ) 1,969 D $ 178.5898 ( 2 ) 246,564 D
Common Stock 03/18/2021 S( 1 ) 700 D $ 179.5657 ( 3 ) 245,864 D
Common Stock 03/18/2021 S( 1 ) 1,300 D $ 180.7838 ( 4 ) 244,564 D
Common Stock 03/18/2021 S( 1 ) 1,831 D $ 181.8431 ( 5 ) 242,733 D
Common Stock 03/18/2021 S( 1 ) 900 D $ 183.1178 ( 6 ) 241,833 D
Common Stock 03/18/2021 S( 1 ) 300 D $ 184.1733 ( 7 ) 241,533 D
Common Stock 149,702 I See footnote ( 8 )
Common Stock 82,375 I See Footnote ( 9 )
Common Stock 82,374 I See Footnote ( 10 )
Common Stock 53,000 I See Footnote ( 11 )
Common Stock 53,000 I See footnote ( 12 )
Common Stock 48,000 I See Footnote ( 13 )
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 03/18/2021 M 7,000 ( 14 ) 04/10/2027 Common Stock 7,000 $ 0 141,333 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 03/19/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The sale reported in the Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted on September 29, 2020.
( 2 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $178.07 to $178.93, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2) through (7) to this Form 4.
( 3 )The price reported in Column 4 is weighted average price. These shares were sold in multiple transactions at prices ranging from $179.10 to $180.04, inclusive.
( 4 )The price reported in Column 4 is weighted average price. These shares were sold in multiple transactions at prices ranging from $180.38 to $181.26, inclusive.
( 5 )The price reported in Column 4 is weighted average price. These shares were sold in multiple transactions at prices ranging from $181.55 to $182.42, inclusive.
( 6 )The price reported in Column 4 is weighted average price. These shares were sold in multiple transactions at prices ranging from $182.62 to $183.65, inclusive.
( 7 )The price reported in Column 4 is weighted average price. These shares were sold in multiple transactions at prices ranging from $183.97 to $184.56, inclusive.
( 8 )The shares are held of record by the Sinha Revocable Trust dated September 24, 2011 for which the reporting person serves as trustee.
( 9 )The shares are held of record in trust for the reporting person's minor son for which Neha and Piyush Kumar serve as co-trustees.
( 10 )The shares are held of record in trust for the reporting person's minor daughter for which Neha and Piyush Kumar serve as co-trustees.
( 11 )The shares are held of record by the South Dakota Trust Co. LLC TTEE Sinha Education Excellence Trust.
( 12 )The shares are held of record by the South Dakota Trust Co. LLC TTEE Sinha Family Incentive Trust
( 13 )The shares are held of record by the Amit & Deepali Sinha Foundation for which the reporting person and his spouse serve as trustees.
( 14 )One-fourth of the shares subject to the option vest on November 1, 2018 and 1/48 of the shares vest monthly thereafter.

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