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Filing Details

Accession Number:: 0001209191-14-035885
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-05-21 16:34:10
Reporting Period:: 2014-05-20

Filing Date:: 2014-05-21
Accepted Time:: 2014-05-21 16:34:10
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1463172	Zendesk Inc.	ZEN	Services-Computer Processing & Data Preparation (7374)	000000000

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1478971	Dana Stalder	260 Homer Avenue Suite 201 Palo Alto CA 94301		Yes	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Series A Common Stock	Disposition	2014-05-20	23,138	$0.00	0	No	4	J	Indirect	By Matrix Partners IX, L.P.
Common Stock	Acquisiton	2014-05-20	23,138	$0.00	23,138	No	4	J	Indirect	By Matrix Partners IX, L.P.
Series A Common Stock	Disposition	2014-05-20	43	$0.00	0	No	4	J	Indirect	By Weston & Co. IX LLC, as Nominee
Common Stock	Acquisiton	2014-05-20	43	$0.00	43	No	4	J	Indirect	By Weston & Co. IX LLC, as Nominee
Series A Common Stock	Acquisiton	2014-05-20	5,017,267	$0.00	5,017,267	No	4	C	Indirect	By Matrix Partners IX, L.P.
Series A Common Stock	Disposition	2014-05-20	5,017,267	$0.00	0	No	4	J	Indirect	By Matrix Partners IX, L.P.
Common Stock	Acquisiton	2014-05-20	5,017,267	$0.00	5,040,405	No	4	J	Indirect	By Matrix Partners IX, L.P.
Series A Common Stock	Acquisiton	2014-05-20	9,193	$0.00	9,193	No	4	C	Indirect	By Weston & Co. IX LLC, as Nominee
Series A Common Stock	Disposition	2014-05-20	9,193	$0.00	0	No	4	J	Indirect	By Weston & Co. IX LLC, as Nominee
Common Stock	Acquisiton	2014-05-20	9,193	$0.00	9,236	No	4	J	Indirect	By Weston & Co. IX LLC, as Nominee
Common Stock	Acquisiton	2014-05-20	235,000	$9.00	5,275,405	No	4	P	Indirect	By Matrix Partners IX, L.P.
Common Stock	Acquisiton	2014-05-20	100,000	$11.59	5,375,405	No	4	P	Indirect	By Matrix Partners IX, L.P.

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	J	Indirect	By Matrix Partners IX, L.P.
No	4	J	Indirect	By Matrix Partners IX, L.P.
No	4	J	Indirect	By Weston & Co. IX LLC, as Nominee
No	4	J	Indirect	By Weston & Co. IX LLC, as Nominee
No	4	C	Indirect	By Matrix Partners IX, L.P.
No	4	J	Indirect	By Matrix Partners IX, L.P.
No	4	J	Indirect	By Matrix Partners IX, L.P.
No	4	C	Indirect	By Weston & Co. IX LLC, as Nominee
No	4	J	Indirect	By Weston & Co. IX LLC, as Nominee
No	4	J	Indirect	By Weston & Co. IX LLC, as Nominee
No	4	P	Indirect	By Matrix Partners IX, L.P.
No	4	P	Indirect	By Matrix Partners IX, L.P.

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Series A Common Stock	Series B Common Stock	Disposition	2014-05-20	21,694	$0.00	21,694	$0.00
Series A Common Stock	Series B Common Stock	Disposition	2014-05-20	39	$0.00	39	$0.00
Series A Common Stock	Series A Preferred Stock	Disposition	2014-05-20	190,480	$0.00	190,480	$0.00
Series A Common Stock	Series A Preferred Stock	Disposition	2014-05-20	350	$0.00	350	$0.00
Series A Common Stock	Series C Preferred Stock	Disposition	2014-05-20	4,757,014	$0.00	4,757,014	$0.00
Series A Common Stock	Series C Preferred Stock	Disposition	2014-05-20	8,716	$0.00	8,716	$0.00
Series A Common Stock	Series D Preferred Stock	Disposition	2014-05-20	48,079	$0.00	48,079	$0.00
Series A Common Stock	Series D Preferred Stock	Disposition	2014-05-20	88	$0.00	88	$0.00

Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect

Footnotes

Each share of Series A Common Stock was reclassified in an exempt transaction pursuant to Rule 16b-7 into one share of Common Stock immediately prior to the closing of the Issuer's initial public offering and following the conversion of each series of the Issuer's Convertible Preferred Stock and the Issuer's Series B Common Stock into Series A Common Stock.
These shares are owned directly by Matrix Partners IX, L.P. ("Matrix IX"). Dana Stalder is managing member of Matrix IX Management Co., L.L.C., the general partner of Matrix IX, and has sole voting and dispositive power with respect to the Matrix IX shares. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose. Dana Stalder is a director of Issuer.
These shares are owned directly by Weston & Co. IX LLC ("Weston IX"), as nominee for Vista Grande Trust, a trust of which Mr. Stalder is the trustee and a beneficiary (the "Trust"). Weston IX also directly owns other shares in the company as nominee for other beneficial owners. Mr. Stalder disclaims ownership of any of the shares owned directly by Weston IX other than those held by Weston IX as nominee for the Trust. The Trust has sole voting and/or investment control over the shares held by Weston IX as nominee for the Trust, but does not have sole or shared voting and/or investment control with respect to the other shares owned by Weston IX.
Each share of Series A Preferred Stock, Series C Preferred Stock and Series D Preferred Stock automatically converted into Series A Common Stock on a 1-for-1 basis immediately prior to the closing of the Issuer's initial public offering of Common Stock and has no expiration date or conversion price.
Each share of Series B Common Stock automatically converted into Series A Common Stock on a 1-for-1 basis immediately prior to the closing of the Issuer's initial public offering of Common Stock and has no expiration date or conversion price.