UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
ZSCALER, INC.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
98980G 102
(CUSIP Number)
December 31, 2018
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 98980G 102 | Page 2 |
| 1 |
NAME OF REPORTING PERSON:
Jagtar S. (Jay) Chaudhry
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY:
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION:
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
2,177,994 | ||||
| 6 | SHARED VOTING POWER
24,670,710 | |||||
| 7 | SOLE DISPOSITIVE POWER
2,177,994 | |||||
| 8 | SHARED DISPOSITIVE POWER
24,670,710 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
26,848,704(1) | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
22.0%(2) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IN | |||||
| (1) | Includes (i) 2,177,994 shares held of record by Mr. Chaudhry, (ii) 24,617,379 shares held of record by Jyoti Chaudhry, (iii) 33,333 shares held of record by The Chaudhry Family Trust dated August 1, 2014 for which Surjit Kaur serves as trustee, (iv) 13,332 shares held of record by The Chaudhry Family Trust f/b/o Manpreet Bains for which Ms. Kaur serves as trustee and (v) 6,666 shares held of record by P. Jyoti Chaudhry Family Trust dated March 1, 2000 for which Ms. Kaur serves as trustee. |
| (2) | Based on 122,250,116 shares of the Issuer’s common stock outstanding as of November 30, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2018, filed with the Securities and Exchange Commission on December 6, 2018. |
| CUSIP No. 98980G 102 | Page 3 |
| 1 |
NAME OF REPORTING PERSON:
Jyoti Chaudhry
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY:
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION:
India | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
24,617,379 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
24,617,379 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
24,617,379 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
20.1%(1) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IN | |||||
| (1) | Based on 122,250,116 shares of the Issuer’s common stock outstanding as of November 30, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2018, filed with the Securities and Exchange Commission on December 6, 2018. |
Item 1
(a) Name of Issuer:
Zscaler, Inc.
(b) Address of Issuer’s Principal Executive Offices:
110 Rose Orchard Way
San Jose, California 95134
Item 2
(a) Names of Persons Filing:
Each of the following is a reporting person (“Reporting Person”):
Jagtar S. (Jay) Chaudhry
Jyoti Chaudhry
(b) Address or principal business office or, if none, residence:
The address for the principal business office of the Reporting Persons is:
c/o Zscaler, Inc.
110 Rose Orchard Way
San Jose, California 95134
(c) Citizenship:
Reference is made to the response to item 4 on each of pages 2-3 of this Schedule 13G (this “Schedule”), which responses are incorporated herein by reference.
(d) Title and Class of Securities:
Common Stock, par value $0.001 per share.
(e) CUSIP No.:
98980G 102
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:
Not applicable.
Item 4. Ownership
Reference is hereby made to the responses to items 5-9 and 11 of pages 2 - 3 of this Schedule, which responses are incorporated herein by reference.
Item 5. Ownership of Five Percent or Less of a Class
Not applicable.
Item 6. Ownership of More than 5 Percent on Behalf of Another Person
Not applicable.
Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not applicable.
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certifications
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 13, 2019
| /s/ Jagtar S. Chaudhry |
| Jagtar S. Chaudhry |
| /s/ Jyoti Chaudhry |
| Jyoti Chaudhry |
Exhibit Index
| Exhibit 99.1 | Agreement of Joint Filing between Jagtar S. Chaudhry and Jyoti Chaudhry dated February 13, 2019 |
Exhibit 99.1
JOINT FILING AGREEMENT
This joint filing agreement (this “Agreement”) is made and entered into as of February 13, 2019, by and among Jagtar S. Chaudhry and Jyoti Chaudhry.
The parties to this Agreement agree to prepare jointly and file timely (and otherwise to deliver as appropriate) all filings on any Schedule 13D or Schedule 13G, and any and all amendments thereto, and any other document relating thereto required to be filed by them pursuant to the Securities Exchange Act of 1934, as amended.
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth above.
| /s/ Jagtar S. Chaudhry |
| Jagtar S. Chaudhry |
| /s/ Jyoti Chaudhry |
| Jyoti Chaudhry |