SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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. Issuer Name and Ticker or Trading Symbol
Zscaler, Inc. [ ZS ]
5. 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
3. Date of Earliest Transaction (Month/Day/Year)
03/20/2018
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/20/2018 C 2,127,760 A (1)(3)(4) 2,177,994 D
Common Stock 03/20/2018 C 23,040,199 A (1)(3)(4) 24,617,379 I See footnote.(2)
Common Stock 33,333 I See footnote.(5)
Common Stock 13,332 I See footnote.(6)
Common Stock 6,666 I See footnote.(7)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Convertible Preferred Stock (1) 03/20/2018 C 875,453 (1) (1) Common Stock 875,453 (1) 0 D
Series A Convertible Preferred Stock (1) 03/20/2018 C 9,479,740 (1) (1) Common Stock 9,479,740 (1) 0 I See footnote.(2)
Series B Convertible Preferred Stock (3) 03/20/2018 C 1,169,704 (3) (3) Common Stock 1,169,704 (3) 0 D
Series B Convertible Preferred Stock (3) 03/20/2018 C 12,665,999 (3) (3) Common Stock 12,665,999 (3) 0 I See footnote.(2)
Series C Convertible Preferred Stock (4) 03/20/2018 C 82,603 (4) (4) Common Stock 82,603 (4) 0 D
Series C Convertible Preferred Stock (4) 03/20/2018 C 894,460 (4) (4) Common Stock 894,460 (4) 0 I See footnote.(2)
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 Series A Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date.
2. The shares are held of record by P. Jyoti Chaudhry.
3. The Series B Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date.
4. The Series C Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date.
5. The shares are held of record by The Chaudhry Family Trust dated August 1, 2014 for which Surjit Kaur serves as trustee.
6. The shares are held of record by The Chaudhry Family Trust f/b/o Manpreet Bains for which Ms. Kaur serves as trustee.
7. The shares are held of record by The P. Jyoti Chaudhry Family Trust dated March 1, 2000 for which Ms. Kaur serves as trustee.
Remarks:
/s/ Torrie Nute, by power of attorney for Jagtar S. Chaudhry 03/20/2018
/s/ Torrie Nute, by power of attorney for P. Jyoti Chaudhry 03/20/2018
** 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 4 (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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