SEC Filing | Zscaler, Inc.

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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^*

Mangal Ajay

(Last)

(First)

(Middle)

C/O ZSCALER, INC.

110 ROSE ORCHARD WAY

(Street)

SAN JOSE

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	X	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)

	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	3,210,622	I	See footnote.⁽¹⁾
Common Stock	146,836	I	See footnote.⁽²⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series A Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	11,507,318	⁽³⁾	I	See footnote.⁽¹⁾
Series A Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	3,337,488	⁽³⁾	I	See footnote.⁽²⁾
Series B Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	6,396,395	⁽⁴⁾	I	See footnote.⁽¹⁾
Series B Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	4,459,259	⁽⁴⁾	I	See footnote.⁽²⁾
Series C Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	451,706	⁽⁵⁾	I	See footnote.⁽¹⁾
Series C Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	314,908	⁽⁵⁾	I	See footnote.⁽²⁾

1. Name and Address of Reporting Person^*

Mangal Ajay

(Last)

(First)

(Middle)

C/O ZSCALER, INC.

110 ROSE ORCHARD WAY

(Street)

SAN JOSE

95134

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CJCP Trust

(Last)

(First)

(Middle)

C/O ZSCALER, INC.

110 ROSE ORCHARD WAY

(Street)

SAN JOSE

95134

(City)

(State)

(Zip)

Explanation of Responses:

1. The shares are held of record by The CJCP Trust for which Mr. Mangal serves as trustee.

2. The shares are held of record by The CKS Trust for which Mr. Mangal serves as trustee.

3. 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.

4. 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.

5. 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 for Ajay Mangal Exhibit 24.2 - Power of Attorney for The CJCP Trust

	/s/ Ajay Mangal	03/15/2018
	/s/ Ajay Mangal, as trustee of The CJCP Trust	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 24.1


                                   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 26th day of February, 2018.


                                        Signature: /s/ Ajay Mangal
                                                   -----------------------------

                                        Print Name: Ajay Mangal
                                                    ----------------------------

                                                                    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 26th day of February, 2018.

                                        THE CJCP TRUST


                                        Signature: /s/ Ajay Mangal
                                                   -----------------------------

                                        Print Name: Ajay Mangal

                                        Title: Trustee