McDermott Adrian 4

Accession 0001463172-22-000367

CIK 0001463172other

View on SEC.gov Company Profile

Filed

Nov 24, 7:00 PM ET

Accepted

Nov 25, 8:46 PM ET

Size

44.2 KB

Accession

0001463172-22-000367

Insider Transaction Report

Form 4

Period: 2022-11-22

Zendesk, Inc.ZEN

McDermott Adrian

SVP of Product Development

Transactions

Disposition to Issuer
Stock Option (Right to Buy)
2022-11-22−28,334→ 0 total
Exercise: $155.97Exp: 2031-02-08→ Common Stock (28,334 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2022-11-22−19,610→ 0 total
Exercise: $116.67Exp: 2032-02-28→ Common Stock (19,610 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2022-11-22$4.23/sh−48,400$204,732→ 0 total
Exercise: $73.27Exp: 2029-02-07→ Common Stock (48,400 underlying)
Disposition to Issuer
Common Stock
2022-11-22−96,822→ 0 total
Disposition to Issuer
Stock Option (Right to Buy)
2022-11-22$50.44/sh−33,600$1,694,784→ 0 total
Exercise: $27.06Exp: 2027-05-09→ Common Stock (33,600 underlying)
Disposition to Issuer
Restricted Stock Unit
2022-11-22$77.50/sh−6,117$474,068→ 0 total
Exp: 2027-02-10→ Common Stock (6,117 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2022-11-22$39.00/sh−44,000$1,716,000→ 0 total
Exercise: $38.50Exp: 2028-02-08→ Common Stock (44,000 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2022-11-22$54.06/sh−32,500$1,756,950→ 0 total
Exercise: $23.44Exp: 2026-05-06→ Common Stock (32,500 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2022-11-22$67.98/sh−125,934$8,560,993→ 0 total
Exercise: $9.52Exp: 2024-02-13→ Common Stock (125,934 underlying)
Disposition to Issuer
Restricted Stock Unit
2022-11-22$77.50/sh−15,934$1,234,885→ 0 total
Exp: 2029-02-28→ Common Stock (15,934 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2022-11-22−7,391→ 0 total
Exercise: $144.09Exp: 2031-05-03→ Common Stock (7,391 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2022-11-22−39,146→ 0 total
Exercise: $89.20Exp: 2030-02-10→ Common Stock (39,146 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2022-11-22$52.73/sh−125,000$6,591,250→ 0 total
Exercise: $24.77Exp: 2025-02-04→ Common Stock (125,000 underlying)
Disposition to Issuer
Restricted Stock Unit
2022-11-22$77.50/sh−12,903$999,983→ 0 total
Exp: 2029-06-24→ Common Stock (12,903 underlying)
Disposition to Issuer
Restricted Stock Unit
2022-11-22$77.50/sh−1,009$78,198→ 0 total
Exp: 2026-02-07→ Common Stock (1,009 underlying)
Disposition to Issuer
Restricted Stock Unit
2022-11-22$77.50/sh−7,970$617,675→ 0 total
Exp: 2028-02-08→ Common Stock (7,970 underlying)
Disposition to Issuer
Restricted Stock Unit
2022-11-22$77.50/sh−2,465$191,038→ 0 total
Exp: 2028-05-03→ Common Stock (2,465 underlying)
Award
Performance Restricted Stock Unit
2022-11-22+9,805→ 9,805 total
Exp: 2029-02-28→ Common Stock (9,805 underlying)
Disposition to Issuer
Performance Restricted Stock Unit
2022-11-22$77.50/sh−9,805$759,888→ 0 total
Exp: 2029-02-28→ Common Stock (9,805 underlying)

Footnotes (5)

[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.

Documents

1 file

4
wf-form4_166942717036536.xmlPrimary
FORM 4

Issuer

Zendesk, Inc.

CIK 0001463172

→

Entity typeother

Related Parties

filerCIK 0001605957

Filing Metadata

Form type: 4
Filed: Nov 24, 7:00 PM ET
Accepted: Nov 25, 8:46 PM ET
Size: 44.2 KB

View on SEC.gov