Zoom Communications, Inc. — Director's Dealing 2019

Apr 25, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Zoom Video Communications, Inc. (ZM)
CIK: 0001585521
Period of Report: 2019-04-23

Reporting Person: SC US (TTGP), LTD. (10% Owner)
Reporting Person: SC Global Growth II Management, L.P. (10% Owner)
Reporting Person: SEQUOIA CAPITAL GLOBAL GROWTH FUND II, L.P. (10% Owner)
Reporting Person: SEQUOIA CAPITAL GLOBAL GROWTH II PRINCIPALS FUND, L.P. (10% Owner)
Reporting Person: SCGF V Management, L.P. (10% Owner)
Reporting Person: SEQUOIA CAPITAL U.S. GROWTH FUND V, L.P. (10% Owner)
Reporting Person: SC U.S. Growth VII Management, L.P. (10% Owner)
Reporting Person: SEQUOIA CAPITAL U.S. GROWTH FUND VII, L.P. (10% Owner)
Reporting Person: SEQUOIA CAPITAL U.S. GROWTH VII PRINCIPALS FUND, L.P. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-04-23	Class A Common Stock	C	201581	$0.00	Acquired	201581	Indirect
2019-04-23	Class A Common Stock	C	2499	$0.00	Acquired	2499	Indirect
2019-04-23	Class A Common Stock	C	586209	$0.00	Acquired	586209	Indirect
2019-04-23	Class A Common Stock	C	38148	$0.00	Acquired	38148	Indirect
2019-04-23	Class A Common Stock	S	201581	$34.20	Disposed	0	Indirect
2019-04-23	Class A Common Stock	S	2499	$34.20	Disposed	0	Indirect
2019-04-23	Class A Common Stock	S	586209	$34.20	Disposed	0	Indirect
2019-04-23	Class A Common Stock	S	38148	$34.20	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-04-23	Series D Convertible Preferred Stock	$	C	6599952	Disposed		Class B Common Stock (6599952)	Indirect
2019-04-23	Series D Convertible Preferred Stock	$	C	81812	Disposed		Class B Common Stock (81812)	Indirect
2019-04-23	Series D Convertible Preferred Stock	$	C	18820532	Disposed		Class B Common Stock (18820532)	Indirect
2019-04-23	Series D Convertible Preferred Stock	$	C	1224768	Disposed		Class B Common Stock (1224768)	Indirect
2019-04-23	Series A Convertible Preferred Stock	$	C	49388	Disposed		Class B Common Stock (49388)	Indirect
2019-04-23	Series A Convertible Preferred Stock	$	C	612	Disposed		Class B Common Stock (612)	Indirect
2019-04-23	Series A Convertible Preferred Stock	$	C	89832	Disposed		Class B Common Stock (89832)	Indirect
2019-04-23	Series A Convertible Preferred Stock	$	C	517371	Disposed		Class B Common Stock (517371)	Indirect
2019-04-23	Series A Convertible Preferred Stock	$	C	33667	Disposed		Class B Common Stock (33667)	Indirect
2019-04-23	Class B Common Stock	$	J	6649340	Acquired		Class A Common Stock (6649340)	Indirect
2019-04-23	Class B Common Stock	$	J	82424	Acquired		Class A Common Stock (82424)	Indirect
2019-04-23	Class B Common Stock	$	J	89832	Acquired		Class A Common Stock (89832)	Indirect
2019-04-23	Class B Common Stock	$	J	19337903	Acquired		Class A Common Stock (19337903)	Indirect
2019-04-23	Class B Common Stock	$	J	1258435	Acquired		Class A Common Stock (1258435)	Indirect
2019-04-23	Class B Common Stock	$	C	201581	Disposed		Class A Common Stock (201581)	Indirect
2019-04-23	Class B Common Stock	$	C	2499	Disposed		Class A Common Stock (2499)	Indirect
2019-04-23	Class B Common Stock	$	C	586209	Disposed		Class A Common Stock (586209)	Indirect
2019-04-23	Class B Common Stock	$	C	38148	Disposed		Class A Common Stock (38148)	Indirect

Footnotes

F1: SC US (TTGP), Ltd. is the general partner of SC Global Growth II Management, L.P., which is the general partner of each of Sequoia Capital Global Growth Fund II, L.P. and Sequoia Capital Global Growth II Principals Fund, L.P. or collectively, the SC GGFII Funds. As a result, SC US (TTGP), Ltd. and SC Global Growth II Management, L.P. may be deemed to share voting and dispositive power with respect to the shares held by the SC GGFII Funds. Each of SC US (TTGP), Ltd. and SC Global Growth II Management, L.P. disclaims beneficial ownership of the securities held by the SC GGFII Funds except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

F2: SC US (TTGP), Ltd. is the general partner of SC U.S. Growth VII Management, L.P., which is the general partner of each of Sequoia Capital U.S. Growth Fund VII, LP and Sequoia Capital U.S. Growth VII Principals Fund, LP or collectively, the SC US GFVII Funds. As a result, SC US (TTGP), Ltd. and SC U.S. Growth VII Management, L.P. may be deemed to share voting and dispositive power with respect to the shares held by the SC US GFVII Funds. Each of SC US (TTGP), Ltd. and SC U.S. Growth VII Management, L.P. disclaims beneficial ownership of the securities held by the SC US GFVII Funds except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

F3: Represents shares of Class A common stock sold in the Issuer's initial public offering pursuant to that certain underwriting agreement, dated April 17, 2019, among the Issuer, the reporting persons, the other selling shareholders named therein, and Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC, as representatives of the several underwriters named therein. The sale price of such shares was $[] per share, which represents the price to the public less the underwriting discount and commission.

F4: The Series D Convertible Preferred Stock automatically converted into Class B Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.

F5: The Series A Convertible Preferred Stock automatically converted into Class B Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.

F6: SC US (TTGP), Ltd. is the general partner of SCGF V Management, L.P., which is the general partner of Sequoia Capital U.S. Growth Fund V, LP. As a result, SC US (TTGP), Ltd. and SCGF V Management, L.P. may be deemed to share voting and dispositive power with respect to the shares held by Sequoia Capital U.S. Growth Fund V, LP. Each of SC US (TTGP), Ltd. and SCGF V Management, L.P. disclaims beneficial ownership of the securities held by Sequoia Capital U.S. Growth Fund V, LP. except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

F7: Each share of Class B Common Stock is convertible at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. Following the closing of the Issuer's IPO, each share of Class B Common Stock held by the Reporting Person will convert automatically into one share of Class A Common Stock upon (a) other than Eric S. Yuan, the death of the Reporting Person, or (b) any transfer by the Reporting Person except certain "Permitted Transfers" described in the Issuer's certificate of incorporation. Following the closing of the IPO, all outstanding shares of Class B Common Stock will convert into shares of Class A Common Stock upon the earliest of (i) six months following the death or incapacity of Mr. Yuan, (ii) six months following the date that Mr. Yuan ceases providing services to the Issuer, (iii) the date specified by the holders of a majority of the shares of Class B Common Stock, and (iv) the 15-year anniversary of the closing of the IPO.

F8: Immediately prior to the closing of the Issuer's initial public offering, each series of the Issuer's convertible preferred stock automatically converted into Class B Common Stock.

F9: Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and has no expiration date.