John Geschke - Nov 22, 2022 Form 4 Insider Report for Zendesk, Inc. (ZEN)

Role
Chief of Staff
Signature
/s/ Albert Yeh via Power-of-Attorney for John Geschke
Stock symbol
ZEN
Transactions as of
Nov 22, 2022
Transactions value $
-$6,366,237
Form type
4
Date filed
11/25/2022, 07:49 PM
Previous filing
Nov 8, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ZEN Common Stock Disposed to Issuer -47.2K -100% 0 Nov 22, 2022 Direct F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction ZEN Stock Option (Right to Buy) Disposed to Issuer $0 -21.3K -100% $0.00* 0 Nov 22, 2022 Common Stock 21.3K $155.97 Direct F2
transaction ZEN Stock Option (Right to Buy) Disposed to Issuer $0 -22.1K -100% $0.00* 0 Nov 22, 2022 Common Stock 22.1K $116.67 Direct F2
transaction ZEN Stock Option (Right to Buy) Disposed to Issuer $0 -32.6K -100% $0.00* 0 Nov 22, 2022 Common Stock 32.6K $89.20 Direct F2
transaction ZEN Stock Option (Right to Buy) Disposed to Issuer -$124K -29.4K -100% $4.23* 0 Nov 22, 2022 Common Stock 29.4K $73.27 Direct F3
transaction ZEN Stock Option (Right to Buy) Disposed to Issuer -$1.09M -28K -100% $39.00 0 Nov 22, 2022 Common Stock 28K $38.50 Direct F3
transaction ZEN Restricted Stock Unit Disposed to Issuer -$2M -25.8K -100% $77.50 0 Nov 22, 2022 Common Stock 25.8K Direct F4
transaction ZEN Restricted Stock Unit Disposed to Issuer -$1.39M -17.9K -100% $77.50 0 Nov 22, 2022 Common Stock 17.9K Direct F4
transaction ZEN Restricted Stock Unit Disposed to Issuer -$463K -5.98K -100% $77.50 0 Nov 22, 2022 Common Stock 5.98K Direct F4
transaction ZEN Restricted Stock Unit Disposed to Issuer -$395K -5.1K -100% $77.50 0 Nov 22, 2022 Common Stock 5.1K Direct F4
transaction ZEN Restricted Stock Unit Disposed to Issuer -$47.5K -613 -100% $77.50 0 Nov 22, 2022 Common Stock 613 Direct F4
transaction ZEN Performance Restricted Stock Unit Award $0 +11K $0.00 11K Nov 22, 2022 Common Stock 11K Direct F5
transaction ZEN Performance Restricted Stock Unit Disposed to Issuer -$855K -11K -100% $77.50 0 Nov 22, 2022 Common Stock 11K Direct F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

John Geschke is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 The shares of Company common stock were disposed of pursuant to the Agreement and Plan of Merger, dated as of June 24, 2022 (the "Merger Agreement"), by and among the Company, Zoro BidCo, Inc., a Delaware corporation, and Zoro Merger Sub, Inc., a Delaware corporation, whereby at the effective time of the merger contemplated therein (the "Effective Time"), each share of Company common stock issued and outstanding immediately prior to the Effective Time, subject to certain exceptions as provided in the Merger Agreement, was converted into the right to receive $77.50 in cash, without interest (the "Merger Consideration"), subject to any required tax withholding as provided in the Merger Agreement.
F2 At the Effective Time, each Company stock option that was out-of-the-money was cancelled for no consideration in accordance with the terms of the Merger Agreement.
F3 At the Effective Time, each Company stock option that was in-the-money was canceled and converted, in accordance with the terms of the Merger Agreement, into the right to receive an unvested cash award (if such Company stock option was unvested) or a cash payment (if such Company stock option was vested), in each case, equal to the product of (x) the excess of the Merger Consideration over the exercise price per share of Company Common Stock subject to such option multiplied by (y) the total number of shares of Company Common Stock subject to such option as of immediately prior to the Effective Time.
F4 At the Effective Time, each restricted stock unit award was canceled and converted, in accordance with the terms of the Merger Agreement, into the right to receive an unvested cash award equal to the product of (x) the number of shares of Company Common Stock subject to such award as of immediately prior to the Effective Time multiplied by (y) the Merger Consideration.
F5 At the Effective Time, each performance-based restricted stock unit award was canceled and converted, in accordance with the terms of the Merger Agreement, into the right to receive an unvested cash award equal to the product of (x) the number of shares of Company Common Stock subject to such award as of immediately prior to the Effective Time multiplied by (y) the Merger Consideration.