Titterton Jeffrey J 4

Accession 0001463172-22-000360

CIK 0001463172other

Filed

Nov 24, 7:00 PM ET

Accepted

Nov 25, 8:41 PM ET

Size

18.6 KB

Accession

0001463172-22-000360

Form 4

Period: 2022-11-22

SVP, Marketing

Transactions

Disposition to Issuer
Common Stock
2022-11-22−2,747→ 0 total
Disposition to Issuer
Stock Option (Right to Buy)
2022-11-22−9,296→ 0 total
Exercise: $155.97Exp: 2031-02-08→ Common Stock (9,296 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2022-11-22−2,925→ 0 total
Exercise: $144.09Exp: 2031-05-03→ Common Stock (2,925 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2022-11-22−5,055→ 0 total
Exercise: $116.67Exp: 2032-02-28→ Common Stock (5,055 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2022-11-22−17,942→ 0 total
Exercise: $89.20Exp: 2030-02-10→ Common Stock (17,942 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2022-11-22$4.23/sh−21,187$89,621→ 0 total
Exercise: $73.27Exp: 2029-02-07→ Common Stock (21,187 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2022-11-22$39.00/sh−19,023$741,897→ 0 total
Exercise: $38.50Exp: 2028-02-08→ Common Stock (19,023 underlying)

Footnotes (3)

[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.

Documents

1 file

Zendesk, Inc.

CIK 0001463172

Entity typeother