Statement of Changes in Beneficial Ownership (4)

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 ^* Sinha Amit	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 __X__ Officer (give title below) _____ Other (specify below) President of R&D and CTO
(Last) (First) (Middle) C/O ZSCALER, INC., 120 HOLGER WAY	3. Date of Earliest Transaction (MM/DD/YYYY) 7/22/2021
(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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	7/22/2021		M		7000	A	$5.925	268318	D
Common Stock	7/22/2021		S⁽¹⁾		566	D	$231.7703 ⁽²⁾	267752	D
Common Stock	7/22/2021		S⁽¹⁾		300	D	$232.37 ⁽³⁾	267452	D
Common Stock	7/22/2021		S⁽¹⁾		1000	D	$233.674 ⁽⁴⁾	266452	D
Common Stock	7/22/2021		S⁽¹⁾		3134	D	$235.7908 ⁽⁵⁾	263318	D
Common Stock	7/22/2021		S⁽¹⁾		1900	D	$236.6126 ⁽⁶⁾	261418	D
Common Stock	7/22/2021		S⁽¹⁾		100	D	$237.28	261318	D
Common Stock								149702	I	See footnote ⁽⁷⁾
Common Stock								82375	I	See Footnote ⁽⁸⁾
Common Stock								82374	I	See Footnote ⁽⁹⁾
Common Stock								48000	I	See footnote ⁽¹⁰⁾
Common Stock								48000	I	See Footnote ⁽¹¹⁾
Common Stock								48000	I	See Footnote ⁽¹²⁾

*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 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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$5.925	7/22/2021		M			7000	⁽¹³⁾	4/10/2027	Common Stock	7000.0	$0	78333	D

Explanation of Responses:
(1)	The sale reported in the Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted on September 29, 2020.
(2)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $231.03 to $232.02, 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 $232.15 to $232.79, inclusive.
(4)	The price reported in Column 4 is weighted average price. These shares were sold in multiple transactions at prices ranging from $233.31 to $234.28, inclusive.
(5)	The price reported in Column 4 is weighted average price. These shares were sold in multiple transactions at prices ranging from $235.19 to $236.18, inclusive.
(6)	The price reported in Column 4 is weighted average price. These shares were sold in multiple transactions at prices ranging from $236.19 to $237.15, inclusive.
(7)	The shares are held of record by the Sinha Revocable Trust dated September 24, 2011 for which the reporting person serves as trustee.
(8)	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.
(9)	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.
(10)	The shares are held of record by the South Dakota Trust Co. LLC TTEE Sinha Family Incentive Trust
(11)	The shares are held of record by the South Dakota Trust Co. LLC TTEE Sinha Education Excellence Trust.
(12)	The shares are held of record by the Amit & Deepali Sinha Foundation for which the reporting person and his spouse serve as trustees.
(13)	One-fourth of the shares subject to the option vest on November 1, 2018 and 1/48 of the shares vest monthly thereafter.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Sinha Amit C/O ZSCALER, INC. 120 HOLGER WAY SAN JOSE, CA 95134	X		President of R&D and CTO