Elwan S. Johnson - Nov 22, 2022 Form 4 Insider Report for Zendesk, Inc. (ZEN)

Role
Director
Signature
/s/ Albert Yeh via Power-of-Attorney for Elwan S Johnson
Stock symbol
ZEN
Transactions as of
Nov 22, 2022
Transactions value $
-$231,570
Form type
4
Date filed
11/25/2022, 07:34 PM
Previous filing
Aug 19, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ZEN Common Stock Disposed to Issuer -2.48K -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 Restricted Stock Unit Disposed to Issuer -$232K -2.99K -100% $77.50 0 Nov 22, 2022 Common Stock 2.99K Direct F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Elwan S. Johnson 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 restricted stock unit award was canceled and converted, in accordance with the terms of the Merger Agreement, into the right to receive a cash payment 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.