Zscaler, Inc. — Director's Dealing 2021

Apr 16, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Zscaler, Inc. (ZS)
CIK: 0001713683
Period of Report: 2021-04-13

Reporting Person: Sinha Amit (Director, President of R&D and CTO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-04-13	Common Stock	A	27659	—	Acquired	269192	Direct
2021-04-15	Common Stock	M	7000	$5.925	Acquired	276192	Direct
2021-04-15	Common Stock	S	1600	$193.7994	Disposed	274592	Direct
2021-04-15	Common Stock	S	1500	$194.7173	Disposed	273092	Direct
2021-04-15	Common Stock	S	3300	$195.9003	Disposed	269792	Direct
2021-04-15	Common Stock	S	600	$196.7967	Disposed	269192	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-04-15	Employee Stock Option (right to buy)	$5.925	M	7000	Disposed	2027-04-10	Common Stock (7000.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	149702	Indirect
Common Stock	82375	Indirect
Common Stock	82374	Indirect
Common Stock	48000	Indirect
Common Stock	53000	Indirect
Common Stock	53000	Indirect

Footnotes

F1: The reported shares are represented by restricted stock units, or RSUs, which vest as follows: (i) 10% of the RSUs vest in four equal quarterly installments beginning on December 15, 2022; (ii) 40% of the RSUs vest in eight equal quarterly installments beginning December 15, 2023 and (iii) 50% of the RSUs vest in eight equal quarterly installments beginning December 15, 2025.

F2: The sale reported in the Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted on September 29, 2020.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $193.24 to $194.22, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (3) through (6) to this Form 4.

F4: The price reported in Column 4 is weighted average price. These shares were sold in multiple transactions at prices ranging from $194.25 to $195.23, inclusive.

F5: The price reported in Column 4 is weighted average price. These shares were sold in multiple transactions at prices ranging from $195.31 to $196.30, inclusive.

F6: The price reported in Column 4 is weighted average price. These shares were sold in multiple transactions at prices ranging from $196.55 to $197.12, inclusive.

F7: The shares are held of record by the Sinha Revocable Trust dated September 24, 2011 for which the reporting person serves as trustee.

F8: The shares are held of record in trust for the reporting person's minor son for which Neha and Piyush Kumar serve as co-trustees.

F9: The shares are held of record in trust for the reporting person's minor daughter for which Neha and Piyush Kumar serve as co-trustees.

F10: The shares are held of record by the Amit & Deepali Sinha Foundation for which the reporting person and his spouse serve as trustees.

F11: The shares are held of record by the South Dakota Trust Co. LLC TTEE Sinha Family Incentive Trust

F12: The shares are held of record by the South Dakota Trust Co. LLC TTEE Sinha Education Excellence Trust.

F13: One-fourth of the shares subject to the option vest on November 1, 2018 and 1/48 of the shares vest monthly thereafter.