Capital Management Co. VI, L.L.C. Benchmark Form 4 Zendesk / J WILLIAM GURLEY 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^*

Benchmark Capital Management Co. VI, L.L.C.

(Last) (First) (Middle)

2965 WOODSIDE ROAD

(Street)

WOODSIDE CA 94062

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

3. Date of Earliest Transaction (Month/Day/Year)
05/11/2015

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

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

	Form filed by One Reporting Person
X	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	05/11/2015		J(1)		2,192,794	D	$0.00	8,771,173	I	See footnote(2)
Common Stock	05/11/2015		J(1)		10,775	A	$0.00	10,775	I	See footnote(3)
Common Stock	05/11/2015		J(1)		51,028	A	$0.00	51,028	I	See footnote(4)
Common Stock	05/11/2015		J(1)		84,561	A	$0.00	84,561	I	See footnote(5)
Common Stock	05/12/2015		S		3,115	D	$21.9891(6)	81,446	I	See footnote(5)
Common Stock	05/11/2015		J(1)		37,481	A	$0.00	37,481	I	See footnote(7)
Common Stock	05/11/2015		J(1)		38,378	A	$0.00	38,378	I	See footnote(8)
Common Stock	05/11/2015		J(1)		9,370	A	$0.00	9,370	I	See footnote(9)
Common Stock	05/11/2015		J(1)		79,875	A	$0.00	79,875	D(10)
Common Stock	05/12/2015		S		3,115	D	$21.9891(6)	76,760	D(10)

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

1. Name and Address of Reporting Person^*

Benchmark Capital Management Co. VI, L.L.C.

(Last) (First) (Middle)

2965 WOODSIDE ROAD

(Street)

WOODSIDE CA 94062

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BENCHMARK CAPITAL PARTNERS VI LP

(Last) (First) (Middle)

2965 WOODSIDE ROAD

(Street)

WOODSIDE CA 94062

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BENCHMARK FOUNDERS FUND VI LP

(Last) (First) (Middle)

2965 WOODSIDE ROAD

(Street)

WOODSIDE CA 94062

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Benchmark Founders Fund VI-B, L.P.

(Last) (First) (Middle)

2965 WOODSIDE ROAD

(Street)

WOODSIDE CA 94062

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BALKANSKI ALEXANDRE

(Last) (First) (Middle)

C/O BENCHMARK CAPITAL

2965 WOODSIDE ROAD

(Street)

WOODSIDE CA 94062

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Cohler Matt

(Last) (First) (Middle)

C/O BENCHMARK CAPITAL

2965 WOODSIDE ROAD

(Street)

WOODSIDE CA 94062

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

DUNLEVIE BRUCE

(Last) (First) (Middle)

C/O BENCHMARK CAPITAL

2965 WOODSIDE ROAD

(Street)

WOODSIDE CA 94062

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GURLEY J WILLIAM

(Last) (First) (Middle)

C/O BENCHMARK CAPITAL

2965 WOODSIDE ROAD

(Street)

WOODSIDE CA 94062

(City) (State) (Zip)

Explanation of Responses:

1. Represents a pro-rata, in-kind distribution by Benchmark Capital Partners VI, L.P. ("BCP VI") and its affiliated funds and associated persons, without additional consideration, to their respective partners, members and assigns.

2. Shares held of record by BCP VI, as nominee for BCP VI, Benchmark Founders' Fund VI, L.P. ("BFF VI"), Benchmark Founders' Fund VI-B, L.P. ("BFF IV-B") and related persons. Benchmark Capital Management Co. VI, L.L.C. ("BCMC VI"), the general partner of each of BCP VI, BFF VI and BFF VI-B, may be deemed to have sole voting and investment power over such shares.

3. Shares are owned directly by a limited partnership controlled by Alexandre Balkanski.

4. Shares are owned directly by Alexandre Balkanski's family trust.

5. Shares are owned directly by Matthew R. Cohler's family trust.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.84 to $22.58, 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 range set forth in this footnote 6 to this Form 4.

7. Shares are owned directly by a limited partnership controlled by Bruce W. Dunlevie.

8. Shares are owned directly Bruce W. Dunlevie's family trust.

9. Shares are owned directly by limited partnerships controlled by J. William Gurley.

10. Shares are owned directly by J. William Gurley.

Remarks:

Alexandre Balkanski, Matthew R.Cohler, Bruce W. Dunlevie, Peter H. Fenton, J. William Gurley, Kevin R. Harvey, Robert Kagle, Mitchell H. Lasky and Steven M. Spurlock are the managing members of BCMC VI, which serves as general partner to BCP VI, BFF VI and BFF VI-B, and may be deemed to share voting and investment power over the shares beneficially held by such entities. Each such person and entity disclaims the existence of a "group" and disclaims beneficial ownership of any securities (except to the extent of such person's or entity's pecuniary interest in such securities). *This report is one of three reports, each on a separate Form 4, but relating to the same transaction being filed by entities affiliated with Benchmark Capital and their applicable member*.

	Benchmark Capital Management Co. VI, L.L.C. /s/ Steven M. Spurlock, Managing Member	05/13/2015
	Benchmark Capital Partners VI, L.P., By: Benchmark Capital Management Co. VI, L.L.C., Its general partner /s/ Steven M. Spurlock, Managing Member	05/13/2015
	Benchmark Founders' Fund VI, L.P., By: Benchmark Capital Management Co. VI, L.L.C., Its general partner /s/ Steven M. Spurlock, Managing Member	05/13/2015
	Benchmark Founders' Fund VI-B, L.P., By: Benchmark Capital Management Co. VI, L.L.C., Its general partner /s/ Steven M. Spurlock, Manaing Member	05/13/2015
	Steven M. Spurlock, Designated Filer and Authorized Signatory	05/13/2015
	Steven M. Spurlock, Designated Filer and Authorized Signatory	05/13/2015
	Steven M. Spurlock, Designated Filer and Authorized Signatory	05/13/2015
	Steven M. Spurlock, Designated Filer and Authorized Signatory	05/13/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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