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* BLASING KAREN (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 10% Owner Officer (give title below) Other (specify below)	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	39,999	D

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
Stock Option (right to buy)	(1)	03/02/2027	Common Stock	193,334	5.82	D

Explanation of Responses:

1. The option is subject to an early exercise provision and is immediately exercisable. An option to purchase 233,333 shares was granted on March 2, 2017 and was exercised in part prior to the date on which reporting person became subject to Section 16. Shares subject to the option vest in 48 equal monthly installments beginning on February 1, 2017.

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.
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                                                                      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 15th day of February, 2018.


                                        Signature: /s/ Karen Blasing
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                                        Print Name: Karen Blasing
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