| FORM
3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF
SECURITIES
Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act
of 1940
|
| OMB APPROVAL |
| OMB Number: |
3235-0104 |
| Expires: |
December 31, 2014 |
| Estimated average burden |
| hours per response: |
0.5 |
|
|
1. Name and Address of Reporting Person
*
(Street)
|
2. Date of Event Requiring Statement
(Month/Day/Year)
05/05/2016
|
3. Issuer Name
and
Ticker or Trading Symbol
Zendesk, Inc.
[
ZEN
]
|
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
Director |
|
10% Owner |
| X |
Officer (give title below) |
|
Other (specify below) |
| Chief Financial Officer |
|
5. If Amendment, Date of Original Filed
(Month/Day/Year)
05/10/2016 |
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 Beneficially Owned |
|---|
| 1. Title of Security (Instr.
4)
|
2.
Amount of Securities Beneficially Owned (Instr.
4)
|
3. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
|
4. Nature of Indirect Beneficial Ownership (Instr.
5)
|
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
|
|---|
| 1. Title of Derivative Security (Instr.
4)
|
2. Date Exercisable and Expiration Date
(Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr.
4)
|
4. Conversion or Exercise Price of Derivative Security
|
5. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
|
6. Nature of Indirect Beneficial Ownership (Instr.
5)
|
| Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Explanation of Responses: |
| Remarks: |
| Exhibit 24 - Power of Attorney - This Amendment is being filed to correct typographical errors in the Reporting Person's Power of Attorney originally filed on May 10, 2016. |
|
/s/ Hasani Caraway, Attorney-in-Fact for Elena Gomez |
07/05/2016 |
|
** 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. |
LIMITED POWER OF ATTORNEY EXHIBIT 24
The undersigned hereby constitutes and appoints each of, Mikkel Svane,
John Geschke, Hasani Caraway, Andrew T. Hill, and Bradley C. Weber,
signing singly, and with full power of substitution, the
undersigned's true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned,
in the undersigned's capacity as an officer and/or
director of Zendesk, Inc. (the ?Company?), from time
to time the following U.S. Securities and Exchange
Commission (?SEC?) forms: (i) Form ID, including any
attached documents, to effect the assignment of codes to
the undersigned to be used in the transmission of information
to the SEC using the EDGAR System; (ii) Form 3, Initial
Statement of Beneficial Ownership of Securities, including
any attached documents; (iii) Form 4, Statement of Changes
in Beneficial Ownership of Securities, including any attached
documents; (iv) Form 5, Annual Statement of Beneficial
Ownership of Securities in accordance with Section 16(a)
of the Securities Exchange Act of 1934, as amended, and
the rules thereunder, including any attached documents;
(v) Schedule 13D and (vi) amendments of each thereof, in
accordance with the Securities Exchange Act of 1934, as
amended, and the rules thereunder, including any
attached documents;
(2) do and perform any and all acts for and on
behalf of the undersigned which may be necessary
or desirable to complete and execute any such Form
3, 4 or 5, Schedule 13D or any amendment(s) thereto,
and timely file such form(s) with the SEC and any
securities exchange, national association or similar
authority; and
(3) take any other action of any type whatsoever in
connection with the foregoing which, in the opinion of
such attorney-in-fact, may be of benefit to, in the best
interest of, or legally required by, the undersigned, it
being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to
this Power of Attorney shall be in such form and shall contain
such terms and conditions as such attorney-in-fact may approve
in such attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact,
acting singly, full power and authority to do and perform any
and every act and thing whatsoever requisite, necessary or
proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full
power of substitution or revocation, hereby ratifying and
confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully
do or cause to be done by virtue of this power of attorney
and the rights and powers herein granted. The undersigned
acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned,
are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 or
Regulation 13D-G of the Securities Exchange Act of 1934, as
amended. The undersigned hereby agrees to indemnify the
attorney in fact and the Company from and against any demand,
damage, loss, cost or expense arising from any false or
misleading information provided by the undersigned to the
attorney-in fact.
This Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file such forms
with respect to the undersigned's holdings of and transactions
in securities issued by the Company, unless earlier revoked by
the undersigned in a signed writing delivered to the foregoing
attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this
Power of Attorney to be executed as of May 2,2016.
/s/ Elena Gomez
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