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) 04/23/2019 | ||||||||||||||||||||||||||
| 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 | 04/23/2019 | C | 201,581 | A | $0.00 | 201,581 | I | Sequoia Capital Global Growth Fund II, L.P.(1) | ||
| Class A Common Stock | 04/23/2019 | C | 2,499 | A | $0.00 | 2,499 | I | Sequoia Capital Global Growth II Principals Fund, L.P.(1) | ||
| Class A Common Stock | 04/23/2019 | C | 586,209 | A | $0.00 | 586,209 | I | Sequoia Capital U.S. Growth Fund VII, LP(2) | ||
| Class A Common Stock | 04/23/2019 | C | 38,148 | A | $0.00 | 38,148 | I | Sequoia Capital U.S. Growth VII Principals Fund, LP(2) | ||
| Class A Common Stock | 04/23/2019 | S(3) | 201,581 | D | $34.2 | 0 | I | Sequoia Capital Global Growth Fund II, L.P.(1) | ||
| Class A Common Stock | 04/23/2019 | S(3) | 2,499 | D | $34.2 | 0 | I | Sequoia Capital Global Growth II Principals Fund, L.P.(1) | ||
| Class A Common Stock | 04/23/2019 | S(3) | 586,209 | D | $34.2 | 0 | I | Sequoia Capital U.S. Growth Fund VII, LP(2) | ||
| Class A Common Stock | 04/23/2019 | S(3) | 38,148 | D | $34.2 | 0 | I | Sequoia Capital U.S. Growth VII Principals Fund, LP(2) | ||
| 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 | ||||||||
| Series D Convertible Preferred Stock | (4) | 04/23/2019 | C | 6,599,952 | (4) | (4) | Class B Common Stock | 6,599,952 | $0.00 | 0 | I | Sequoia Capital Global Growth Fund II, L.P.(1) | |||
| Series D Convertible Preferred Stock | (4) | 04/23/2019 | C | 81,812 | (4) | (4) | Class B Common Stock | 81,812 | $0.00 | 0 | I | Sequoia Capital Global Growth II Principals Fund, L.P.(1) | |||
| Series D Convertible Preferred Stock | (4) | 04/23/2019 | C | 18,820,532 | (4) | (4) | Class B Common Stock | 18,820,532 | $0.00 | 0 | I | Sequoia Capital U.S. Growth Fund VII, LP(2) | |||
| Series D Convertible Preferred Stock | (4) | 04/23/2019 | C | 1,224,768 | (4) | (4) | Class B Common Stock | 1,224,768 | $0.00 | 0 | I | Sequoia Capital U.S. Growth VII Principals Fund, LP(2) | |||
| Series A Convertible Preferred Stock | (5) | 04/23/2019 | C | 49,388 | (5) | (5) | Class B Common Stock | 49,388 | $0.00 | 0 | I | Sequoia Capital Global Growth Fund II, L.P.(1) | |||
| Series A Convertible Preferred Stock | (5) | 04/23/2019 | C | 612 | (5) | (5) | Class B Common Stock | 612 | $0.00 | 0 | I | Sequoia Capital Global Growth II Principals Fund, L.P.(1) | |||
| Series A Convertible Preferred Stock | (5) | 04/23/2019 | C | 89,832 | (5) | (5) | Class B Common Stock | 89,832 | $0.00 | 0 | I | Sequoia Capital U.S. Growth Fund V, LP(6) | |||
| Series A Convertible Preferred Stock | (5) | 04/23/2019 | C | 517,371 | (5) | (5) | Class B Common Stock | 517,371 | $0.00 | 0 | I | Sequoia Capital U.S. Growth Fund VII, LP(2) | |||
| Series A Convertible Preferred Stock | (5) | 04/23/2019 | C | 33,667 | (5) | (5) | Class B Common Stock | 33,667 | $0.00 | 0 | I | Sequoia Capital U.S. Growth VII Principals Fund, LP(2) | |||
| Class B Common Stock | (7) | 04/23/2019 | J(8) | 6,649,340 | (7) | (7) | Class A Common Stock | 6,649,340 | $0.00 | 6,672,044 | I | Sequoia Capital Global Growth Fund II, L.P.(1) | |||
| Class B Common Stock | (7) | 04/23/2019 | J(8) | 82,424 | (7) | (7) | Class A Common Stock | 82,424 | $0.00 | 82,704 | I | Sequoia Capital Global Growth II Principals Fund, L.P.(1) | |||
| Class B Common Stock | (7) | 04/23/2019 | J(8) | 89,832 | (7) | (7) | Class A Common Stock | 89,832 | $0.00 | 194,538 | I | Sequoia Capital U.S. Growth Fund V, LP(6) | |||
| Class B Common Stock | (7) | 04/23/2019 | J(8) | 19,337,903 | (7) | (7) | Class A Common Stock | 19,337,903 | $0.00 | 19,402,643 | I | Sequoia Capital U.S. Growth Fund VII, LP(2) | |||
| Class B Common Stock | (7) | 04/23/2019 | J(8) | 1,258,435 | (7) | (7) | Class A Common Stock | 1,258,435 | $0.00 | 1,262,647 | I | Sequoia Capital U.S. Growth VII Principals Fund, LP(2) | |||
| Class B Common Stock | (9) | 04/23/2019 | C | 201,581 | (9) | (9) | Class A Common Stock | 201,581 | $0.00 | 6,470,463 | I | Sequoia Capital Global Growth Fund II, L.P.(1) | |||
| Class B Common Stock | (9) | 04/23/2019 | C | 2,499 | (9) | (9) | Class A Common Stock | 2,499 | $0.00 | 80,205 | I | Sequoia Capital Global Growth II Principals Fund, L.P.(1) | |||
| Class B Common Stock | (9) | 04/23/2019 | C | 586,209 | (9) | (9) | Class A Common Stock | 586,209 | $0.00 | 18,816,434 | I | Sequoia Capital U.S. Growth Fund VII, LP(2) | |||
| Class B Common Stock | (9) | 04/23/2019 | C | 38,148 | (9) | (9) | Class A Common Stock | 38,148 | $0.00 | 1,224,499 | I | Sequoia Capital U.S. Growth VII Principals Fund, LP(2) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. SC US (TTGP), Ltd. is the general partner of SC Global Growth II Management, L.P., which is the general partner of each of Sequoia Capital Global Growth Fund II, L.P. and Sequoia Capital Global Growth II Principals Fund, L.P. or collectively, the SC GGFII Funds. As a result, SC US (TTGP), Ltd. and SC Global Growth II Management, L.P. may be deemed to share voting and dispositive power with respect to the shares held by the SC GGFII Funds. Each of SC US (TTGP), Ltd. and SC Global Growth II Management, L.P. disclaims beneficial ownership of the securities held by the SC GGFII Funds except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
| 2. SC US (TTGP), Ltd. is the general partner of SC U.S. Growth VII Management, L.P., which is the general partner of each of Sequoia Capital U.S. Growth Fund VII, LP and Sequoia Capital U.S. Growth VII Principals Fund, LP or collectively, the SC US GFVII Funds. As a result, SC US (TTGP), Ltd. and SC U.S. Growth VII Management, L.P. may be deemed to share voting and dispositive power with respect to the shares held by the SC US GFVII Funds. Each of SC US (TTGP), Ltd. and SC U.S. Growth VII Management, L.P. disclaims beneficial ownership of the securities held by the SC US GFVII Funds except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
| 3. Represents shares of Class A common stock sold in the Issuer's initial public offering pursuant to that certain underwriting agreement, dated April 17, 2019, among the Issuer, the reporting persons, the other selling shareholders named therein, and Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC, as representatives of the several underwriters named therein. The sale price of such shares was $[] per share, which represents the price to the public less the underwriting discount and commission. |
| 4. The Series D Convertible Preferred Stock automatically converted into Class B Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date. |
| 5. The Series A Convertible Preferred Stock automatically converted into Class B Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date. |
| 6. SC US (TTGP), Ltd. is the general partner of SCGF V Management, L.P., which is the general partner of Sequoia Capital U.S. Growth Fund V, LP. As a result, SC US (TTGP), Ltd. and SCGF V Management, L.P. may be deemed to share voting and dispositive power with respect to the shares held by Sequoia Capital U.S. Growth Fund V, LP. Each of SC US (TTGP), Ltd. and SCGF V Management, L.P. disclaims beneficial ownership of the securities held by Sequoia Capital U.S. Growth Fund V, LP. except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
| 7. 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. Following the closing of the Issuer's IPO, each share of Class B Common Stock held by the Reporting Person will convert automatically 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. Following the closing of the IPO, 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 IPO. |
| 8. Immediately prior to the closing of the Issuer's initial public offering, each series of the Issuer's convertible preferred stock automatically converted into Class B Common Stock. |
| 9. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and has no expiration date. |
| Remarks: |
| /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd. | 04/25/2019 | |
| /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., the general partner of SC Global Growth II Management, L.P. | 04/25/2019 | |
| /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., the general partner of SC Global Growth II Management, L.P., the general partner of Sequoia Capital Global Growth Fund II, L.P. | 04/25/2019 | |
| /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., the general partner of SC Global Growth II Management, L.P., the general partner of Sequoia Capital Global Growth II Principals Fund, L.P. | 04/25/2019 | |
| /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., the general partner of SCGF V Management, L.P. | 04/25/2019 | |
| /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., the general partner of SCGF V Management, L.P., the general partner of Sequoia Capital U.S. Growth Fund V, LP | 04/25/2019 | |
| /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., the general partner of SC U.S. Growth VII Management, L.P. | 04/25/2019 | |
| /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., the general partner of SC U.S. Growth VII Management, L.P., the general partner of Sequoia Capital U.S. Growth Fund VII, LP. | 04/25/2019 | |
| /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., the general partner of SC U.S. Growth VII Management, L.P., the general partner of Sequoia Capital U.S. Growth VII Principals Fund, LP. | 04/25/2019 | |
| ** 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. | ||