4//SEC Filing
Geschke John 4
Accession 0001463172-22-000371
CIK 0001463172other
Filed
Nov 24, 7:00 PM ET
Accepted
Nov 25, 8:49 PM ET
Size
31.6 KB
Accession
0001463172-22-000371
Insider Transaction Report
Form 4
Geschke John
SVP, GC and Secretary
Transactions
- Disposition to Issuer
Stock Option (Right to Buy)
2022-11-22$39.00/sh−28,000$1,092,000→ 0 totalExercise: $38.50Exp: 2028-02-08→ Common Stock (28,000 underlying) - Disposition to Issuer
Restricted Stock Unit
2022-11-22$77.50/sh−25,806$1,999,965→ 0 totalExp: 2029-06-24→ Common Stock (25,806 underlying) - Disposition to Issuer
Common Stock
2022-11-22−47,204→ 0 total - Award
Performance Restricted Stock Unit
2022-11-22+11,031→ 11,031 totalExp: 2029-02-28→ Common Stock (11,031 underlying) - Disposition to Issuer
Restricted Stock Unit
2022-11-22$77.50/sh−5,977$463,218→ 0 totalExp: 2028-02-08→ Common Stock (5,977 underlying) - Disposition to Issuer
Restricted Stock Unit
2022-11-22$77.50/sh−5,098$395,095→ 0 totalExp: 2027-02-10→ Common Stock (5,098 underlying) - Disposition to Issuer
Performance Restricted Stock Unit
2022-11-22$77.50/sh−11,031$854,903→ 0 totalExp: 2029-02-28→ Common Stock (11,031 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2022-11-22−32,622→ 0 totalExercise: $89.20Exp: 2030-02-10→ Common Stock (32,622 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2022-11-22$4.23/sh−29,400$124,362→ 0 totalExercise: $73.27Exp: 2029-02-07→ Common Stock (29,400 underlying) - Disposition to Issuer
Restricted Stock Unit
2022-11-22$77.50/sh−17,925$1,389,188→ 0 totalExp: 2029-02-28→ Common Stock (17,925 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2022-11-22−21,250→ 0 totalExercise: $155.97Exp: 2031-02-08→ Common Stock (21,250 underlying) - Disposition to Issuer
Restricted Stock Unit
2022-11-22$77.50/sh−613$47,508→ 0 totalExp: 2026-02-07→ Common Stock (613 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2022-11-22−22,061→ 0 totalExercise: $116.67Exp: 2032-02-28→ Common Stock (22,061 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
Issuer
Zendesk, Inc.
CIK 0001463172
Entity typeother
Related Parties
1- filerCIK 0001601008
Filing Metadata
- Form type
- 4
- Filed
- Nov 24, 7:00 PM ET
- Accepted
- Nov 25, 8:49 PM ET
- Size
- 31.6 KB