Zoom Communications, Inc. — Director's Dealing 2020

Feb 7, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Zoom Video Communications, Inc. (ZM)
CIK: 0001585521
Period of Report: 2020-02-04

Reporting Person: Subotovsky Santiago (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-04	Class A Common Stock	C	501412	—	Acquired	501412	Indirect
2020-02-04	Class A Common Stock	J	501412	—	Disposed	0	Indirect
2020-02-04	Class A Common Stock	C	61088	—	Acquired	61088	Indirect
2020-02-04	Class A Common Stock	J	61088	—	Disposed	0	Indirect
2020-02-04	Class A Common Stock	J	23897	—	Acquired	40589	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-04	Class B Common Stock	$	C	501412	Disposed		Class A Common Stock (501412.0)	Indirect
2020-02-04	Class B Common Stock	$	C	61088	Disposed		Class A Common Stock (61088.0)	Indirect

Footnotes

F1: On February 4, 2020, Emergence Capital Partners III, L.P. ("Emergence") converted in the aggregate 501,412 shares of the Issuer's Class B Common Stock into 501,412 shares of the Issuer's Class A Common Stock. Subsequently on the same date, Emergence distributed in-kind, without consideration, all 501,412 shares of Class A Common Stock pro-rata to its partners, including its limited partners and its general partner, Emergence Equity Partners III, L.P. ("EEP III"), in accordance with the exemption under Rule 16a-9(a) and Rule 16a-13 of the Securities Exchange Act of 1934, as amended. This distribution is being made pursuant to a 10b5-1 plan adopted by Emergence on September 27, 2019.

F2: (continued from footnote 1) Upon receipt by EEP III of its pro rata interest of the distribution (386,039 shares of Class A Common Stock), EEP III distributed in-kind, without consideration, all such shares pro-rata to its limited partners in accordance with the exemption under Rule 16a-9(a) and Rule 16a-13 of the Securities Exchange Act of 1934, as amended.

F3: Shares held directly by Emergence. The sole general partner of Emergence is Emergence Equity Partners III, L.P. ("EEP III"), and the sole general partner of EEP III is Emergence GP Partners, LLC ("EGP"). The Reporting Person is a member of EEP III. The Reporting Person disclaims Section 16 beneficial ownership of the shares held by Emergence, except to the extent, if any, of his pecuniary interest therein, and this report shall not be deemed an admission that he is the beneficial owner of such shares for Section 16 or any other purpose.

F4: On February 4, 2020, EZP Opportunity, L.P. ("EZP") converted in the aggregate 61,088 shares of the Issuer's Class B Common Stock into 61,088 shares of the Issuer's Class A Common Stock. Subsequently on the same date, EZP distributed in-kind, without consideration, all 61,088 shares of Class A Common Stock pro-rata to its limited partners, in accordance with the exemption under Rule 16a-9(a) and Rule 16a-13 of the Securities Exchange Act of 1934, as amended. This distribution is being made pursuant to a 10b5-1 plan adopted by EZP on September 27, 2019.

F5: (continued from footnote 4) Upon receipt by EEP III of its pro rata interest of the distribution (12,218 shares of Class A Common Stock), EEP III distributed in-kind, without consideration, all such shares pro-rata to its limited partners in accordance with the exemption under Rule 16a-9(a) and Rule 16a-13 of the Securities Exchange Act of 1934, as amended.

F6: Shares held directly by EZP. The sole general partner of EZP is EEP III, and the sole general partner of EEP III is EGP. The Reporting Person disclaims Section 16 beneficial ownership of the shares held by EZP, except to the extent, if any, of his pecuniary interest therein, and this report shall not be deemed an admission that he is the beneficial owner of such shares for Section 16 or any other purpose.

F7: Represents the receipt of shares of Class A Common Stock of the Issuer by virtue of the pro rata distributions described above.

F8: Each share of Class B Common Stock is convertible at the option of Emergence and EZP, as applicable, into one share of Class A Common Stock and has no expiration date. Each share of Class B Common Stock held by Emergence and EZP, as applicable, will automatically convert into one share of Class A Common Stock upon any transfer by Emergence and EZP, as applicable, except certain "Permitted Transfers" described in the Issuer's certificate of incorporation. 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 Issuer's initial public offering.