SEC Form 4
| FORM 4 | 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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Zoom Video Communications, Inc. [ ZM ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 02/19/2020 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 02/19/2020 | C | 50,000 | A | $0 | 50,000 | D | |||
| Class A Common Stock | 02/19/2020 | S(1) | 29,371 | D | $100.6743(2) | 20,629 | D | |||
| Class A Common Stock | 02/19/2020 | S(1) | 20,329 | D | $101.313(3) | 300 | D | |||
| Class A Common Stock | 02/19/2020 | S(1) | 300 | D | $102.4933(4) | 0 | D | |||
| Class A Common Stock | 02/20/2020 | C | 50,000 | A | $0 | 50,000 | D | |||
| Class A Common Stock | 02/20/2020 | S(1) | 50,000 | D | $110.1916(5) | 0 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 | $0.0 | 02/19/2020 | C | 50,000 | (6) | (6) | Class A Common Stock | 50,000(7) | $0 | 350,000 | D | ||||
| Class B Common Stock | $0.0 | 02/20/2020 | C | 50,000 | (6) | (6) | Class A Common Stock | 50,000(7) | $0 | 300,000 | D | ||||
| Explanation of Responses: |
| 1. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person. |
| 2. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $100.10 to $101.09. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff at the Securities and Exchange Commission, upon request, the full information regarding the number of shares sold at each separate price within the ranges set forth above. |
| 3. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $101.10 to $101.91. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff at the Securities and Exchange Commission, upon request, the full information regarding the number of shares sold at each separate price within the ranges set forth above. |
| 4. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $102.19 to $102.81. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff at the Securities and Exchange Commission, upon request, the full information regarding the number of shares sold at each separate price within the ranges set forth above. |
| 5. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $110.00 to $110.64. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff at the Securities and Exchange Commission, upon request, the full information regarding the number of shares sold at each separate price within the ranges set forth above. |
| 6. Each share of Class B Common Stock is convertible at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. Each share of Class B Common Stock held by the Reporting Person will automatically convert into one share of Class A Common Stock upon (a) other than Eric S. Yuan, the death of the Reporting Person, or (b) any transfer by the Reporting Person 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. |
| 7. The shares were issued pursuant to an option that was early exercised by the Reporting Person, and 158,334 shares are subject to the Issuer's right to repurchase as of the date hereof. |
| Remarks: |
| /s/ Aparna Bawa, Attorney-in-Fact | 02/21/2020 | |
| ** Signature of Reporting Person | Date | |
| 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||