Zendesk (ZEN) Form 4 Zendesk / Jeffrey J Titterton ownership change

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^*

Titterton Jeffrey J

(Last) (First) (Middle)

989 MARKET STREET

(Street)

SAN FRANCISCO CA 94103

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Zendesk, Inc. [ ZEN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/14/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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
Common Stock	06/14/2021		S		3,000	D	$140.7992(1)	15,450	D
Common Stock	06/15/2021		M		291	A	(2)	15,741	D
Common Stock	06/15/2021		F		145(3)	D	$141.02	15,596	D
Common Stock	06/15/2021		M		235	A	(2)	15,831	D
Common Stock	06/15/2021		F		117(3)	D	$141.02	15,714	D
Common Stock	06/15/2021		M		272	A	(2)	15,986	D
Common Stock	06/15/2021		F		135(3)	D	$141.02	15,851	D
Common Stock	06/15/2021		M		221	A	(2)	16,072	D
Common Stock	06/15/2021		F		110(3)	D	$141.02	15,962	D
Common Stock	06/15/2021		M		77	A	(2)	16,039	D
Common Stock	06/15/2021		F		39(3)	D	$141.02	16,000	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 (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
Restricted Stock Unit	(2)	06/15/2021		M			291	(4)	02/08/2025	Common Stock	291	$0	2,042	D
Restricted Stock Unit	(2)	06/15/2021		M			235	(5)	02/07/2026	Common Stock	235	$0	4,474	D
Restricted Stock Unit	(2)	06/15/2021		M			272	(6)	02/10/2027	Common Stock	272	$0	8,700	D
Restricted Stock Unit	(2)	06/15/2021		M			221	(7)	02/08/2028	Common Stock	221	$0	9,740	D
Restricted Stock Unit	(2)	06/15/2021		M			77	(8)	05/03/2028	Common Stock	77	$0	3,543	D

Explanation of Responses:

1. This sale price represents the weighted average sale price of the shares sold ranging from $140.76 to $140.86 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.

2. Restricted stock units convert into common stock on a one-for-one basis.

3. Represents the number of shares withheld by the Issuer in satisfaction of tax withholding obligations in connection with the vesting of the restricted stock units listed in Table II. Such withholding is mandated by an election of the Issuer made in advance and does not represent a discretionary trade by the Reporting Person.

4. Restricted stock units vests ratably monthly over 48 months from vesting commencement date of January 15, 2018 subject to cliff vesting for all months prior to the one year anniversary of May 15, 2017.

5. 1/48th of the shares issuable pursuant to the restricted stock units shall vest each month after the vesting commencement date of January 15, 2019, subject to the Reporting Person's continuous service to the Issuer on each such date. Unvested shares are subject to acceleration upon the occurrence of certain events.

6. 1/48th of the shares issuable pursuant to the restricted stock units shall vest each month after the vesting commencement date of February 15, 2020, subject to the Reporting Person's continuous service to the Issuer on each such date. Unvested shares are subject to acceleration upon the occurrence of certain events.

7. 1/48th of the shares issuable pursuant to the restricted stock units shall vest each month after the vesting commencement date of February 15, 2021, subject to the Reporting Person's continuous service to the Issuer on each such date. Unvested shares are subject to acceleration upon the occurrence of certain events.

8. 1/48th of the shares issuable pursuant to the restricted stock units shall vest each month after the vesting commencement date of April 15, 2021, subject to the Reporting Person's continuous service to the Issuer on each such date. Unvested shares are subject to acceleration upon the occurrence of certain events.Remarks:

Remarks:

	/s/ Steven Chen via Power-of-Attorney for Jeff J. Titterton	06/16/2021
	** 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).
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