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Form 4 Zendesk, Inc. For: Jun 15 Filed by: Curtis Michael John

June 17, 2022 6:00 PM EDT
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 *
Curtis Michael John
(Last) (First) (Middle)
C/O ZENDESK, INC.
989 MARKET STREET
(Street)
SAN FRANCISCO CA 94103
(City) (State) (Zip)
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
X Officer (give title below) Other (specify below)
Interim Chief Engineering Off.
3. Date of Earliest Transaction (Month/Day/Year)
06/15/2022
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 06/15/2022   M   1,859 A (1) 14,581 D  
Common Stock 06/15/2022   F   934 (2) D $ 57.01 13,647 D  
Common Stock 06/15/2022   D   66 D $ 57.01 13,581 (3) (4) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit (1) 06/15/2022   M     1,859   (5) 02/28/2029 Common Stock 1,859.00 $ 0 13,014 D  
Explanation of Responses:
1. Restricted stock units convert into common stock on a one-for-one basis.
2. Represents the number of shares withheld by the Issuer in satisfaction of tax withholding obligations in connection with the vesting of the restricted stock units listed in Table II. Such withholding is mandated by an election of the Issuer made in advance and does not represent a discretionary trade by the Reporting Person.
3. This amendment to the Amount of Securities Beneficially Owned is solely to correct the original Form 4 filed on February 17, 2022 (the "Original Form 4"). The Original Form 4 reported the issuance to the reporting person of 112 shares of common stock in respect of fully vested restricted stock units granted in lieu of retainer fees for services on the Issuer's Board of Directors and any committees thereof, of which 46 shares were reported as subsequently withheld by the Issuer to satisfy tax withholding obligations in respect of the vesting of the 112 shares of common stock. This grant of restricted stock units and issuance to the reporting person of these 112 shares of common stock was due to an administrative error, and should not have occurred. The Issuer has advised the reporting person that the February 17, 2022 transactions listed on the Original Form 4 were executed by the Issuer in error. (Continued in next footnote due to character limit)
4. (Continued from previous footnote) These transactions have been unwound by (a) the reporting person's broker by withholding from the 1,859 shares of common stock that were issued in connection with the vesting of the restricted stock units listed in Table II the 66 shares of common stock previously issued to the reporting person as reported on the Original Form 4, and returning those shares to the Issuer and (b) the reporting person's broker returning to the Issuer the 46 shares of common stock previously issued, and subsequently withheld in satisfaction of tax withholding obligations in connection with the vesting of the restricted stock units that were erroneously granted to the reporting person, all as reported on the Original Form 4. Therefore, we are reporting the corrected number of the shares identified as the Amount of Securities Beneficially Owned by the reporting person.
5. 1/12th of the shares issuable pursuant to the restricted stock units shall vest each month after the vesting commencement date of January 15, 2022, subject to the Reporting Person's continuous service to the Issuer on each such date. Unvested shares are subject to acceleration upon the occurrence of certain events.
/s/ Albert Yeh via Power-of-Attorney for Michael John Curtis 06/17/2022
** 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.

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