| 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
|
| OMB APPROVAL |
| OMB Number: |
3235-0287 |
| Expires: |
December 31, 2014 |
| Estimated average burden |
| hours per response: |
0.5 |
|
|
|
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
*
| C/O BENCHMARK CAPITAL |
| 2965 WOODSIDE ROAD |
(Street)
|
2. Issuer Name
and
Ticker or Trading Symbol
Zendesk, Inc.
[
ZEN
]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| X |
Director |
|
10% Owner |
|
Officer (give title below) |
|
Other (specify below) |
|
|
3. Date of Earliest Transaction
(Month/Day/Year)
02/15/2017
|
4. If Amendment, Date of Original Filed
(Month/Day/Year)
02/17/2017 |
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
|
02/15/2017 |
|
A |
|
412
|
A
|
|
412
|
D
|
|
|
Common Stock
|
|
|
|
|
|
|
|
446,556
|
I
|
See Footnote
|
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 |
| Explanation of Responses: |
|
|
|
| Remarks: |
| Exhibit 24 - Power of Attorney - This Amendment is being filed to include the Reporting Person's Power of Attorney. |
|
/s/ Hasani Caraway as attorney in fact for Peter Fenton |
02/17/2017 |
|
** 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,
Elena Gomez, 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 July 27, 2016.
/s/ Peter Fenton
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