Benhorin Roy Form 4 Zoom Video Communications / Roy Benhorin 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^*

Benhorin Roy

(Last)

(First)

(Middle)

C/O ZOOM VIDEO COMMUNICATIONS, INC.

55 ALMADEN BOULEVARD, 6TH FLOOR

(Street)

SAN JOSE

95113

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Zoom Video Communications, Inc. [ ZM ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2020

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)
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)
Class A Common Stock	02/18/2020		S⁽¹⁾		16,000	D	$95.0997⁽²⁾	237,327	D
Class A Common Stock	02/19/2020		C		22,300	A	$0	259,627	D
Class A Common Stock	02/19/2020		S⁽¹⁾		14,500	D	$100.606⁽³⁾	245,127	D
Class A Common Stock	02/19/2020		S⁽¹⁾		1,000	D	$101.779⁽⁴⁾	244,127	D
Class A Common Stock	02/19/2020		S⁽¹⁾		500	D	$102.666⁽⁵⁾	243,627	D
Class A Common Stock	02/19/2020		S⁽¹⁾		22,300	D	$105	221,327	D
Class A Common Stock	02/20/2020		C		42,700	A	$0	264,027	D
Class A Common Stock	02/20/2020		S⁽¹⁾		42,696	D	$105.3764⁽⁶⁾	221,331	D
Class A Common Stock	02/20/2020		S⁽¹⁾		4	D	$106.28	221,327	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)
Employee Stock Option (right to buy)	$0.1375	02/19/2020		M			22,300	⁽⁷⁾	11/13/2025	Class B Common Stock⁽⁸⁾	22,300	$0	152,700	D
Class B Common Stock	⁽⁸⁾	02/19/2020		M		22,300		⁽⁸⁾	⁽⁸⁾	Class A Common Stock	22,300	$0	22,300	D
Class B Common Stock	⁽⁸⁾	02/19/2020		C			22,300	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	22,300	$0	0	D
Employee Stock Option (right to buy)	$0.1375	02/20/2020		M			42,700	⁽⁷⁾	11/13/2025	Class B Common Stock⁽⁸⁾	42,700	$0	110,000	D
Class B Common Stock	⁽⁸⁾	02/20/2020		M		42,700		⁽⁸⁾	⁽⁸⁾	Class A Common Stock	42,700	$0	42,700	D
Class B Common Stock	⁽⁸⁾	02/20/2020		C			42,700	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	42,700	$0	0	D
Employee Stock Option (right to buy)	$3.77							⁽⁹⁾	09/24/2028	Class B Common Stock⁽⁸⁾	100,000		100,000	D
Restricted Stock Units	⁽¹⁰⁾							⁽¹¹⁾	⁽¹¹⁾	Class A Common Stock	16,050		16,050⁽¹⁰⁾	D

Explanation of Responses:

1. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.

2. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $95.00 to $95.38. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff at the Securities and Exchange Commission, upon request, the full information regarding the number of shares sold at each separate price within the ranges set forth above.

3. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $100.23 to $101.12. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff at the Securities and Exchange Commission, upon request, the full information regarding the number of shares sold at each separate price within the ranges set forth above.

4. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $101.37 to $102.00. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff at the Securities and Exchange Commission, upon request, the full information regarding the number of shares sold at each separate price within the ranges set forth above.

5. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $102.44 to $103.00. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff at the Securities and Exchange Commission, upon request, the full information regarding the number of shares sold at each separate price within the ranges set forth above.

6. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $105.00 to $105.90. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff at the Securities and Exchange Commission, upon request, the full information regarding the number of shares sold at each separate price within the ranges set forth above.

7. 1/4 of the shares subject to the option vested on November 9, 2016, and 1/48 of the shares vest monthly thereafter.

8. 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. Each share of Class B Common Stock held by the Reporting Person will automatically convert 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. 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 Issuer's initial public offering.

9. 1/48 of the shares subject to the option vests in equal monthly installments commencing one month from September 24, 2018.

10. Each restricted stock unit represents a contingent right to receive one share of Issuer's Class A Common Stock.

11. The reporting person received an award of restricted stock units on October 10, 2019, which vest in equal installments on each quarterly anniversary date, subject to the Reporting Person's Continuous Service(as defined in the Issuer's 2019 Equity Incentive Plan) on each such vesting date.

Remarks:

	/s/ Aparna Bawa, Attorney-in-Fact	02/20/2020
	** 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.
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Benhorin Roy Form 4Zoom Video Communications / Roy Benhorin ownership change