Zscaler, Inc. — Director's Dealing 2022

Sep 17, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Zscaler, Inc. (ZS)
CIK: 0001713683
Period of Report: 2022-09-14

Reporting Person: Rajic Dali (Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-09-14	Common Stock	A	96485	—	Acquired	322838	Direct
2022-09-16	Common Stock	S	32239	$167.9723	Disposed	290599	Direct

Footnotes

F1: Represents restricted stock units granted upon achievement of certain FY22 performance metrics pursuant to two separate performance-based restricted stock unit awards granted September 1, 2021 under Zscaler's Fiscal Year 2018 Incentive Plan. 40,107 of the restricted stock units will vest on September 15, 2022, and the remaining 56,378 restricted stock units will vest in equal quarterly installments thereafter until fully vested.

F2: Represents the number of shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock units as mandated by the Issuer's election under its equity incentive plans and does not represent a discretionary trade by the Reporting Person.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $167.9723 to $167.9727, 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 range set forth in this footnote.