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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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

BLASING KAREN
2. Issuer Name and Ticker or Trading Symbol

Zscaler, Inc. [ ZS ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

C/O ZSCALER, INC., 120 HOLGER WAY
3. Date of Earliest Transaction (MM/DD/YYYY)

7/19/2021
(Street)

SAN JOSE, CA 95134
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 7/19/2021  M  2000 A$5.82 3763 D  
Common Stock 7/19/2021  S(1)  144 D$217.9828 (2)3619 D  
Common Stock 7/19/2021  S(1)  400 D$219.99 (3)3219 D  
Common Stock 7/19/2021  S(1)  336 D$221.0254 (4)2883 D  
Common Stock 7/19/2021  S(1)  732 D$222.2785 (5)2151 D  
Common Stock 7/19/2021  S(1)  388 D$222.9646 (6)1763 D  
Common Stock         25624 I See footnote (7)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Employee Stock Option (right to buy) $5.82 7/19/2021  M     2000   (8)3/2/2027 Common Stock 2000.0 $0 131334 D  

Explanation of Responses:
(1) The sale reported in the Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted on January 2, 2021.
(2) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $217.83 to $218.05, 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 (2) through (6) to this Form 4.
(3) The price reported in Column 4 is weighted average price. These shares were sold in multiple transactions at prices ranging from $219.54 to $220.18, inclusive.
(4) The price reported in Column 4 is weighted average price. These shares were sold in multiple transactions at prices ranging from $220.57 to $221.55, inclusive.
(5) The price reported in Column 4 is weighted average price. These shares were sold in multiple transactions at prices ranging from $221.59 to $222.50, inclusive.
(6) The price reported in Column 4 is weighted average price. These shares were sold in multiple transactions at prices ranging from $222.81 to $223.06, inclusive.
(7) The shares are held of record by The Blasing Family Revocable Trust U/A dtd 12/22/2005 for which the reporting person serves as trustee.
(8) The shares subject to the options are fully vested and immediately exercisable.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
BLASING KAREN
C/O ZSCALER, INC.
120 HOLGER WAY
SAN JOSE, CA 95134
X



Signatures
/s/ Torrie Nute, by power of attorney7/20/2021
**Signature of Reporting PersonDate

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