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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| OMB APPROVAL |
| OMB Number: |
3235-0104 |
| Estimated average burden |
| hours per response: |
0.5 |
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1. Name and Address of Reporting Person*
| C/O ZSCALER, INC. |
| 110 ROSE ORCHARD WAY |
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year)
03/15/2018
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3. Issuer Name and Ticker or Trading Symbol
Zscaler, Inc.
[ ZS ]
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| X |
Director |
|
10% Owner |
| X |
Officer (give title below) |
|
Other (specify below) |
| CTO & EVP of Eng/ Cloud Ops |
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5. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
| X |
Form filed by One Reporting Person |
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Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Beneficially Owned |
|---|
| 1. Title of Security (Instr.
4)
|
2.
Amount of Securities Beneficially Owned (Instr.
4)
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3. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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4. Nature of Indirect Beneficial Ownership (Instr.
5)
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| Common Stock |
1,216,666 |
I |
See footnote.
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| Common Stock |
421,059 |
I |
See footnote.
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Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
|
|---|
| 1. Title of Derivative Security (Instr.
4)
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2. Date Exercisable and Expiration Date
(Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr.
4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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6. Nature of Indirect Beneficial Ownership (Instr.
5)
|
| Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Employee Stock Option (right to buy) |
|
01/29/2023 |
Common Stock |
101,333 |
1.33 |
D |
|
| Employee Stock Option (right to buy) |
|
04/10/2027 |
Common Stock |
333,333 |
5.92 |
D |
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| Explanation of Responses: |
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| Remarks: |
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/s/ Torrie Nute, by power of attorney |
03/15/2018 |
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** 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
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 14th day of February, 2018.
Signature: /s/ Amit Sinha
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Print Name: Amit Sinha
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