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* 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
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