SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Chaudhry Jagtar Singh (Last) (First) (Middle) C/O ZSCALER, INC. 110 ROSE ORCHARD WAY (Street) SAN JOSE CA 95134 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/15/2018	3. Issuer Name and Ticker or Trading Symbol Zscaler, Inc. [ ZS ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner X Officer (give title below) Other (specify below) President, CEO & Chairman	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	50,234	D
Common Stock	1,577,180	I	See footnote.(1)
Common Stock	33,333	I	See footnote.(2)
Common Stock	13,332	I	See footnote.(3)
Common Stock	6,666	I	See footnote.(4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Convertible Preferred Stock	(5)	(5)	Common Stock	875,453	(5)	D
Series A Convertible Preferred Stock	(5)	(5)	Common Stock	9,479,740	(5)	I	See footnote.(1)
Series B Convertible Preferred Stock	(6)	(6)	Common Stock	1,169,704	(6)	D
Series B Convertible Preferred Stock	(6)	(6)	Common Stock	12,665,999	(6)	I	See footnote.(1)
Series C Convertible Preferred Stock	(7)	(7)	Common Stock	82,603	(7)	D
Series C Convertible Preferred Stock	(7)	(7)	Common Stock	894,460	(7)	I	See footnote.(1)

1. Name and Address of Reporting Person* Chaudhry Jagtar Singh (Last) (First) (Middle) C/O ZSCALER, INC. 110 ROSE ORCHARD WAY (Street) SAN JOSE CA 95134 (City) (State) (Zip)

1. Name and Address of Reporting Person* CHAUDHRY P JYOTI (Last) (First) (Middle) C/O ZSCALER, INC. 110 ROSE ORCHARD WAY (Street) SAN JOSE CA 95134 (City) (State) (Zip)

Explanation of Responses:

1. The shares are held of record by P. Jyoti Chaudhry.

2. The shares are held of record by The Chaudhry Family Trust dated August 1, 2014 for which Surjit Kaur serves as trustee

3. The shares are held of record by The Chaudhry Family Trust f/b/o Manpreet Bains for which Ms. Kaur serves as trustee.

4. The shares are held of record by The P. Jyoti Chaudhry Family Trust dated March 1, 2000 for which Ms. Kaur serves as trustee.

5. The Series A Convertible Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and has no expiration date.

6. The Series B Convertible Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and has no expiration date.

7. The Series C Convertible Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and has no expiration date.

Remarks:

Exhibit 24.1 - Power of Attorney Exhibit 24.2 - Power of Attorney

	/s/ Torrie Nute, by power of attorney for Jagtar S. Chaudhry	03/15/2018
	/s/ Torrie Nute, by power of attorney for P. Jyoti Chaudhry	03/15/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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                                                                    Exhibit 24.1

                               POWER OF ATTORNEY

       The undersigned, as a Section 16 reporting person of Zscaler, Inc. (the
"Company"), hereby constitutes and appoints Remo Canessa, Robert Schlossman and
Torrie Nute, and each of them, as the undersigned's true and lawful attorney-in-
fact to:

       1.   prepare, execute in the undersigned's name and on the undersigned's
            behalf, and submit to the Securities and Exchange Commission (the
            "SEC") a Form ID, including amendments thereto, and any other
            documents necessary or appropriate to obtain EDGAR codes and
            passwords enabling the undersigned to make electronic filings with
            the SEC of reports required by Section 16(a) of the Securities
            Exchange Act of 1934 or any rule or regulation of the SEC;

       2.   complete and execute Forms 3, 4 and 5 and other forms and all
            amendments thereto as such attorney-in-fact shall in his discretion
            determine to be required or advisable pursuant to Section 16 of the
            Securities Exchange Act of 1934 (as amended) and the rules and
            regulations promulgated thereunder, or any successor laws and
            regulations, as a consequence of the undersigned's ownership,
            acquisition or disposition of securities of the Company; and

       3.   do all acts necessary in order to file such forms with the SEC, any
            securities exchange or national association, the Company and such
            other person or agency as the attorneys-in-fact shall deem
            appropriate.

       The undersigned hereby ratifies and confirms all that said attorneys-in-
fact and agents shall do or cause to be done by virtue hereof.  The undersigned
acknowledges that the foregoing attorneys-in-fact, in serving in such capacity
at the request of the undersigned, are not assuming, nor is the Company
assuming, any of the undersigned's responsibilities to comply with Section 16 of
the Securities Exchange Act of 1934 (as amended).

       This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
Company and the foregoing attorneys-in-fact.

       IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 15th day of February, 2018.


                                        Signature: /s/ Jagtar S. Chaudhry
                                                   -----------------------------

                                        Print Name: Jagtar S. Chaudhry
                                                    ----------------------------

                                                                    Exhibit 24.2

                               POWER OF ATTORNEY

       The undersigned, as a Section 16 reporting person of Zscaler, Inc. (the
"Company"), hereby constitutes and appoints Remo Canessa, Robert Schlossman and
Torrie Nute, and each of them, as the undersigned's true and lawful attorney-in-
fact to:

       1.   prepare, execute in the undersigned's name and on the undersigned's
            behalf, and submit to the Securities and Exchange Commission (the
            "SEC") a Form ID, including amendments thereto, and any other
            documents necessary or appropriate to obtain EDGAR codes and
            passwords enabling the undersigned to make electronic filings with
            the SEC of reports required by Section 16(a) of the Securities
            Exchange Act of 1934 or any rule or regulation of the SEC;

       2.   complete and execute Forms 3, 4 and 5 and other forms and all
            amendments thereto as such attorney-in-fact shall in his discretion
            determine to be required or advisable pursuant to Section 16 of the
            Securities Exchange Act of 1934 (as amended) and the rules and
            regulations promulgated thereunder, or any successor laws and
            regulations, as a consequence of the undersigned's ownership,
            acquisition or disposition of securities of the Company; and

       3.   do all acts necessary in order to file such forms with the SEC, any
            securities exchange or national association, the Company and such
            other person or agency as the attorneys-in-fact shall deem
            appropriate.

       The undersigned hereby ratifies and confirms all that said attorneys-in-
fact and agents shall do or cause to be done by virtue hereof.  The undersigned
acknowledges that the foregoing attorneys-in-fact, in serving in such capacity
at the request of the undersigned, are not assuming, nor is the Company
assuming, any of the undersigned's responsibilities to comply with Section 16 of
the Securities Exchange Act of 1934 (as amended).

       This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
Company and the foregoing attorneys-in-fact.

       IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 6th day of March, 2018.


                                        Signature: /s/ P. Jyoti Chaudhry
                                                   -----------------------------

                                        Print Name: P. Jyoti Chaudhry
                                                    ----------------------------