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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Sinha Amit (Last) (First) (Middle) C/O ZSCALER, INC. 120 HOLGER 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 10% Owner X Officer (give title below) Other (specify below) President of R&D and CTO
	3. Date of Earliest Transaction (Month/Day/Year) 10/14/2021
	4. 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 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	10/14/2021		M		7,000	A	$5.925	261,252	D
Common Stock	10/14/2021		S(1)		507	D	$290.2465(2)	260,745	D
Common Stock	10/14/2021		S(1)		1,200	D	$291.3567(3)	259,545	D
Common Stock	10/14/2021		S(1)		2,500	D	$292.764(4)	257,045	D
Common Stock	10/14/2021		S(1)		2,793	D	$293.4307(5)	254,252	D
Common Stock								46,000	I	See footnote(6)
Common Stock								46,000	I	See Footnote(7)
Common Stock								131,702(8)	I	See footnote(9)
Common Stock								72,375	I	See Footnote(10)
Common Stock								72,374	I	See Footnote(11)
Common Stock								66,000(12)	I	See Footnote(13)

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
Employee Stock Option (right to buy)	$5.925	10/14/2021		M		7,000		(14)	04/10/2027	Common Stock	7,000	$0	36,333	D

Explanation of Responses:

1. The sale reported in the Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted on September 29, 2020.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $290.00 to $290.90, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in the footnotes to this Form 4.

3. The price reported in Column 4 is weighted average price. These shares were sold in multiple transactions at prices ranging from $291.03 to $291.91, inclusive.

4. The price reported in Column 4 is weighted average price. These shares were sold in multiple transactions at prices ranging from $292.08 to $293.07, inclusive.

5. The price reported in Column 4 is weighted average price. These shares were sold in multiple transactions at prices ranging from $293.08 to $293.88, inclusive.

6. The shares are held of record by the South Dakota Trust Co. LLC TTEE Sinha Family Incentive Trust

7. The shares are held of record by the South Dakota Trust Co. LLC TTEE Sinha Education Excellence Trust.

8. Reflects 18,000 shares transferred from the Sinha Revocable Trust dated September 24, 2011 to the Amit & Deepali Sinha Foundation.

9. The shares are held of record by the Sinha Revocable Trust dated September 24, 2011 for which the reporting person serves as trustee.

10. The shares are held of record in trust for the reporting person's minor son for which Neha and Piyush Kumar serve as co-trustees.

11. The shares are held of record in trust for the reporting person's minor daughter for which Neha and Piyush Kumar serve as co-trustees.

12. Reflects 18,000 shares transferred to the Amit & Deepali Sinha Foundation from the Sinha Revocable Trust dated September 24, 2011.

13. The shares are held of record by the Amit & Deepali Sinha Foundation for which the reporting person and his spouse serve as trustees.

14. One-fourth of the shares subject to the option vest on November 1, 2018 and 1/48 of the shares vest monthly thereafter.

Remarks:

	/s/ Torrie Nute, by power of attorney	10/15/2021
	** 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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