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SEC FORM 3 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*
Apte Manoj
(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Strategy Officer
 5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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 339,051 D
Common Stock 156,400 I See footnote.(1)
Common Stock 160,000 I See footnote.(2)
Common Stock 35,132 I See footnote.(3)
Common Stock 35,132 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
Employee Stock Option (right to buy) (5) 04/03/2025 Common Stock 266,666 2.63 D
Employee Stock Option (right to buy) (6) 04/10/2027 Common Stock 233,333 5.93 D
Explanation of Responses:
1. The shares are held directly by the Manoj Apte 2017 GRAT for which the reporting person serves as trustee.
2. The shares are held directly by the Lalita Godpole 2017 GRAT for which the reporting person's spouse serves as trustee.
3. The shares are held directly by the reporting person's father-in-law.
4. The shares are held directly by the reporting person's mother-in-law.
5. The option is subject to an early exercise provision and is immediately exercisable. One-fourth of the shares subject to the option vested on April 1, 2016 and the remaining shares vest monthly over 36 months.
6. One-fourth of the shares subject to the option vest on November 1, 2018 and 1/48 of the shares vest monthly thereafter.
Remarks:
Exhibit 24 - Power of Attorney
/s/ Torrie Nute, by power of attorney 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                                                                     Exhibit 24
                               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 28th day of February, 2018.


                                        Signature: /s/ Manoj Apte
                                                   -----------------------------

                                        Print Name: Manoj Apte
                                                    ----------------------------