Sinha Amit Form 4 Zscaler / Amit Sinha 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^*

Sinha Amit

(Last) (First) (Middle)

C/O ZSCALER, INC.

120 HOLGER WAY

(Street)

SAN JOSE CA 95134

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Zscaler, Inc. [ ZS ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President of R&D and CTO

3. Date of Earliest Transaction (Month/Day/Year)
07/14/2020

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	07/14/2020		M		5,333	A	$5.925	197,338	D
Common Stock	07/14/2020		S(1)		400	D	$116.6425(2)	196,938	D
Common Stock	07/14/2020		S(1)		600	D	$117.8633(3)	196,338	D
Common Stock	07/14/2020		S(1)		1,293	D	$119.0518(4)	195,045	D
Common Stock	07/14/2020		S(1)		1,900	D	$120.0463(5)	193,145	D
Common Stock	07/14/2020		S(1)		600	D	$120.8583(6)	192,545	D
Common Stock	07/14/2020		S(1)		540	D	$122.1037(7)	192,005	D
Common Stock								316,702	I	See footnote(8)
Commom Stock								132,375	I	See Footnote(9)
Commom Stock								132,374	I	See Footnote(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
Employee Stock Option (right to buy)	$5.925	07/14/2020		M			5,333	(11)	04/10/2027	Common Stock	5,333	$0	183,333	D

Explanation of Responses:

1. The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted on June 28, 2019.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $116.30 to $117.27, 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 ranges set forth in footnotes (2) through (7) to this Form 4.

3. The price reported in Column 4 is weighted average price. These shares were sold in multiple transactions at prices ranging from $117.45 to $118.31, inclusive.

4. The price reported in Column 4 is weighted average price. These shares were sold in multiple transactions at prices ranging from $118.48 to $119.47, inclusive.

5. The price reported in Column 4 is weighted average price. These shares were sold in multiple transactions at prices ranging from $119.50 to $120.48, inclusive.

6. The price reported in Column 4 is weighted average price. These shares were sold in multiple transactions at prices ranging from $120.52 to $121.35, inclusive.

7. The price reported in Column 4 is weighted average price. These shares were sold in multiple transactions at prices ranging from $121.66 to $122.45, inclusive.

8. The shares are held of record by the Sinha Revocable Trust dated September 24, 2011 for which the reporting person serves as trustee.

9. The shares are held of record in trust for the reporting person's minor son for which Neha and Piyush Kumar serve as co-trustees.

10. The shares are held of record in trust for the reporting person's minor daughter for which Neha and Piyush Kumar serve as co-trustees.

11. One-fourth of the shares subject to the option vest on November 1, 2018 and 1/48 of the shares vest monthly thereafter.

Remarks:

	/s/ Torrie Nute, by power of attorney	07/15/2020
	** 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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