Geschke John Form 4 Zendesk / John Geschke 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^*

Geschke John

(Last)

(First)

(Middle)

989 MARKET STREET

(Street)

SAN FRANCISCO

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 of Staff

3. Date of Earliest Transaction (Month/Day/Year)
11/22/2022

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/22/2022		D		47,204	D	⁽¹⁾	0	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$155.97	11/22/2022		D			21,250	⁽²⁾	02/08/2031	Common Stock	21,250⁽²⁾	$0⁽²⁾	0	D
Stock Option (Right to Buy)	$116.67	11/22/2022		D			22,061	⁽²⁾	02/28/2032	Common Stock	22,061⁽²⁾	$0⁽²⁾	0	D
Stock Option (Right to Buy)	$89.2	11/22/2022		D			32,622	⁽²⁾	02/10/2030	Common Stock	32,622⁽²⁾	$0⁽²⁾	0	D
Stock Option (Right to Buy)	$73.27	11/22/2022		D			29,400	⁽³⁾	02/07/2029	Common Stock	29,400⁽³⁾	$4.23⁽³⁾	0	D
Stock Option (Right to Buy)	$38.5	11/22/2022		D			28,000	⁽³⁾	02/08/2028	Common Stock	28,000⁽³⁾	$39⁽³⁾	0	D
Restricted Stock Unit	⁽⁴⁾	11/22/2022		D			25,806	⁽⁴⁾	06/24/2029	Common Stock	25,806⁽⁴⁾	$77.5	0	D
Restricted Stock Unit	⁽⁴⁾	11/22/2022		D			17,925	⁽⁴⁾	02/28/2029	Common Stock	17,925⁽⁴⁾	$77.5	0	D
Restricted Stock Unit	⁽⁴⁾	11/22/2022		D			5,977	⁽⁴⁾	02/08/2028	Common Stock	5,977⁽⁴⁾	$77.5	0	D
Restricted Stock Unit	⁽⁴⁾	11/22/2022		D			5,098	⁽⁴⁾	02/10/2027	Common Stock	5,098⁽⁴⁾	$77.5	0	D
Restricted Stock Unit	⁽⁴⁾	11/22/2022		D			613	⁽⁴⁾	02/07/2026	Common Stock	613⁽⁴⁾	$77.5	0	D
Performance Restricted Stock Unit	⁽⁵⁾	11/22/2022		A		11,031		⁽⁵⁾	02/28/2029	Common Stock	11,031⁽⁵⁾	$0	11,031	D
Performance Restricted Stock Unit	⁽⁵⁾	11/22/2022		D			11,031	⁽⁵⁾	02/28/2029	Common Stock	11,031⁽⁵⁾	$77.5	0	D

Explanation of Responses:

1. The shares of Company common stock were disposed of pursuant to the Agreement and Plan of Merger, dated as of June 24, 2022 (the "Merger Agreement"), by and among the Company, Zoro BidCo, Inc., a Delaware corporation, and Zoro Merger Sub, Inc., a Delaware corporation, whereby at the effective time of the merger contemplated therein (the "Effective Time"), each share of Company common stock issued and outstanding immediately prior to the Effective Time, subject to certain exceptions as provided in the Merger Agreement, was converted into the right to receive $77.50 in cash, without interest (the "Merger Consideration"), subject to any required tax withholding as provided in the Merger Agreement.

2. At the Effective Time, each Company stock option that was out-of-the-money was cancelled for no consideration in accordance with the terms of the Merger Agreement.

3. At the Effective Time, each Company stock option that was in-the-money was canceled and converted, in accordance with the terms of the Merger Agreement, into the right to receive an unvested cash award (if such Company stock option was unvested) or a cash payment (if such Company stock option was vested), in each case, equal to the product of (x) the excess of the Merger Consideration over the exercise price per share of Company Common Stock subject to such option multiplied by (y) the total number of shares of Company Common Stock subject to such option as of immediately prior to the Effective Time.

4. At the Effective Time, each restricted stock unit award was canceled and converted, in accordance with the terms of the Merger Agreement, into the right to receive an unvested cash award equal to the product of (x) the number of shares of Company Common Stock subject to such award as of immediately prior to the Effective Time multiplied by (y) the Merger Consideration.

5. At the Effective Time, each performance-based restricted stock unit award was canceled and converted, in accordance with the terms of the Merger Agreement, into the right to receive an unvested cash award equal to the product of (x) the number of shares of Company Common Stock subject to such award as of immediately prior to the Effective Time multiplied by (y) the Merger Consideration.

Remarks:

	/s/ Albert Yeh via Power-of-Attorney for John Geschke	11/25/2022
	** 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.

Geschke John Form 4Zendesk / John Geschke ownership change