Zscaler, Inc. — Director's Dealing 2018

Mar 15, 2018

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Zscaler, Inc. (ZS)
CIK: 0001713683
Period of Report: 2018-03-15

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

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series D Preferred Stock	$		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 holds 7,607,674 shares of Series D Preferred Stock ("Series D Preferred") of Zscaler, Inc. (the "Issuer"), and (ii) TPG Zookeeper (B), L.P. (together with TPG Zookeeper (A), L.P., the "TPG Funds"), which holds 1,538,803 shares of Series D Preferred.

F2: Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, the shares of Series D Preferred are convertible, at the option of the holder, at any time into shares of Common Stock, $0.001 par value per share, of the Issuer ("Common Stock"), at an initial conversion rate equal to one share of Common Stock per share of Series D Preferred. The initial conversion rates are subject to adjustment as provided in the Amended and Restated Certificate of Incorporation.

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.