Zscaler, Inc. — Director's Dealing 2018

Mar 22, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Zscaler, Inc. (ZS)
CIK: 0001713683
Period of Report: 2018-03-20

Reporting Person: TPG Group Holdings (SBS) Advisors, Inc. (Former 10% Owner)
Reporting Person: BONDERMAN DAVID (Former 10% Owner)
Reporting Person: COULTER JAMES G (Former 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-03-20	Common Stock	C	9146477	$0.00	Acquired	9146477	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-03-20	Series D Preferred Stock	$	C	9146477	Disposed		Common Stock (9146477)	Indirect

Footnotes

F1: David Bonderman and James G. Coulter are the sole shareholders of TPG Group Holdings (SBS) Advisors, Inc. (together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the sole member of TPG Group Holdings (SBS) Advisors, LLC, which is the general partner of TPG Group Holdings (SBS), L.P., which is the sole member of TPG Holdings I-A, LLC, which is the general partner of TPG Holdings I, L.P., which is the sole member of TPG Growth GenPar III Advisors, LLC, which is the general partner of TPG Growth GenPar III, L.P., which is the general partner of each of (i) TPG Zookeeper (A), L.P., which directly holds 7,607,674 shares of Common Stock ("Common Stock") of Zscaler, Inc. (the "Issuer"), and (ii) TPG Zookeeper (B), L.P. (together with TPG Zookeeper (A), L.P., the "TPG Funds"), which directly holds 1,538,803 shares of Common Stock.

F2: On March 20, 2018, the shares of Series D Preferred Stock of the Issuer (the "Series D Preferred") held by the TPG Funds automatically converted into 9,146,477 shares of Common Stock. Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, the shares of Series D Preferred had been convertible, at the option of the holder, at any time into shares Common Stock at an initial conversion rate equal to one share of Common Stock per share of Series D Preferred, subject to adjustment.

F3: Because of the relationship between the Reporting Persons and the TPG Funds, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the TPG Funds. Each TPG Fund and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such TPG Fund's or such Reporting Person's pecuniary interest therein, if any.

F4: Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.