Statement of Changes in Beneficial Ownership (4)
January 23 2020 - 4:19PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Emergence Capital Partners III, L.P. |
2. Issuer Name and Ticker or Trading Symbol
Zoom Video Communications, Inc.
[
ZM
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
160 BOVET ROAD, SUITE 300 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/21/2020 |
(Street)
SAN MATEO, CA 94402
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | 1/21/2020 | | C(1)(2) | | 501412 | A | $0.00 (1)(2) | 501412 | I | By Emergence Capital Partners III, L.P. (3) |
Class A Common Stock | 1/21/2020 | | J(1)(2) | | 501412 | D | $0.00 (1)(2) | 0 | I | By Emergence Capital Partners III, L.P. (3) |
Class A Common Stock | 1/21/2020 | | C(4) | | 61088 | A | $0.00 (4) | 61088 | I | By EZP Opportunity, L.P. (5) |
Class A Common Stock | 1/21/2020 | | J(4) | | 61088 | D | $0.00 (4) | 0 | I | By EZP Opportunity, L.P. (5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Class B Common Stock | (1)(2) | 1/21/2020 | | C (1)(2) | | | 501412 | (6) | (6) | Class A Common Stock | 501412 | $0.00 | 23668280 | I | By Emergence Capital Partners III, L.P. (3) |
Class B Common Stock | (4) | 1/21/2020 | | C (4) | | | 61088 | (6) | (6) | Class A Common Stock | 61088 | $0.00 | 2883045 | I | By EZP Opportunity, L.P. (5) |
Explanation of Responses: |
(1) | On January 21, 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. |
(2) | (continued from footnote 1) Upon receipt by EEP III of its pro rata interest of the distribution (49,450 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. |
(3) | Shares held directly by Emergence. The sole general partner of Emergence is EEP III, and the sole general partner of EEP III is Emergence GP Partners, LLC ("EGP"). Each of the Reporting Persons on this filing (other than Emergence) disclaims Section 16 beneficial ownership of the shares held by Emergence, except to the extent, if any, of its pecuniary interest therein, and this report shall not be deemed an admission that it is the beneficial owner of such shares for Section 16 or any other purpose. |
(4) | On January 21, 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 partners, including its limited partners and its general partner, 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 EZP on September 27, 2019. Upon receipt by EEP III of its pro rata interest of the distribution (12,217 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. |
(5) | Shares held directly by EZP. The sole general partner of EZP is EEP III, and the sole general partner of EEP III is EGP. Each of the Reporting Persons on this filing (other than EZP) disclaims Section 16 beneficial ownership of the shares held by EZP, except to the extent, if any, of its pecuniary interest therein, and this report shall not be deemed an admission that it is the beneficial owner of such shares for Section 16 or any other purpose. |
(6) | Each share of Class B Common Stock is convertible at the option of the Reporting Person into one (1) share of Class A Common Stock, and has no expiration date. Each share of Class B Common Stock will convert automatically into one (1) share of Class A Common Stock upon certain events specified in the Issuer's certificate of incorporation. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Emergence Capital Partners III, L.P. 160 BOVET ROAD, SUITE 300 SAN MATEO, CA 94402 |
| X |
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Emergence Equity Partners III, L.P. 160 BOVET ROAD, SUITE 300 SAN MATEO, CA 94402 |
| X |
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EZP Opportunity, L.P. 160 BOVET ROAD, SUITE 300 SAN MATEO, CA 94402 |
| X |
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EMERGENCE GP PARTNERS, LLC 160 BOVET ROAD, SUITE 300 SAN MATEO, CA 94402 |
| X |
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Signatures
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Emergence Capital Partners III, L.P., By: Emergence Equity Partners III, L.P., its sole general partner, By: Emergence GP Partners, LLC, its sole general partner, /s/ Jason Green, Manager | | 1/23/2020 |
**Signature of Reporting Person | Date |
Emergence Equity Partners III, L.P., By: Emergence GP Partners, LLC, its sole general partner, /s/ Jason Green, Manager | | 1/23/2020 |
**Signature of Reporting Person | Date |
EZP Opportunity, L.P., By: Emergence Equity Partners III, L.P., its sole general partner, By: Emergence GP Partners, LLC, its sole general partner, /s/ Jason Green, Manager | | 1/23/2020 |
**Signature of Reporting Person | Date |
Emergence GP Partners, LLC, /s/ Jason Green, Manager | | 1/23/2020 |
**Signature of Reporting Person | Date |
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