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

Role: Former Chief Marketing Officer
Signature: /s/ Albert Yeh via Power-of-Attorney for Alex Constantinople
Stock symbol: ZEN
Transactions as of: Nov 22, 2022
Transactions value $: $0
Form type: 4
Date filed: 11/25/2022, 07:40 PM
Previous filing: Oct 4, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ZEN	Common Stock	Disposed to Issuer		-9.17K	-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	-22.4K	-100%	$0.00^*	0	Nov 22, 2022	Common Stock	22.4K	$131.93	Direct	F2
transaction	ZEN	Stock Option (Right to Buy)	Disposed to Issuer	$0	-4.65K	-100%	$0.00^*	0	Nov 22, 2022	Common Stock	4.65K	$116.67	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Alex Constantinople 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.

Content

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.

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.