Statement of Changes in Beneficial Ownership (4)
January 20 2022 - 06:19PM
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
|
OMB
APPROVAL
OMB Number: 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
|
|
1. Name
and Address of Reporting Person * Yuan
Eric S. |
2. Issuer Name and Ticker or Trading
Symbol Zoom Video Communications, Inc. [ ZM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)__X__
Director __X__
10% Owner
__X__ Officer (give title
below) _____ Other
(specify below)
Chief Executive Officer |
(Last)
(First)
(Middle)
C/O ZOOM VIDEO COMMUNICATIONS, INC., 55 ALMADEN BOULEVARD,
6TH FLOOR |
3. Date of Earliest Transaction (MM/DD/YYYY)
1/19/2022
|
(Street)
SAN JOSE, CA 95113
(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 |
Class A Common Stock |
1/19/2022 |
|
C |
|
4080 |
A |
$0 |
4080 |
D |
|
Class A Common Stock |
1/19/2022 |
|
C |
|
11545 |
A |
$0 |
15625 |
D |
|
Class A Common Stock |
1/19/2022 |
|
S(1) |
|
3926 |
D |
$157.5257 (2) |
11699 |
D |
|
Class A Common Stock |
1/19/2022 |
|
S(1) |
|
2961 |
D |
$158.5004 (3) |
8738 |
D |
|
Class A Common Stock |
1/19/2022 |
|
S(1) |
|
2344 |
D |
$159.4529 (4) |
6394 |
D |
|
Class A Common Stock |
1/19/2022 |
|
S(1) |
|
2788 |
D |
$160.4904 (5) |
3606 |
D |
|
Class A Common Stock |
1/19/2022 |
|
S(1) |
|
3049 |
D |
$161.4998 (6) |
557 |
D |
|
Class A Common Stock |
1/19/2022 |
|
S(1) |
|
557 |
D |
$162.2827 (7) |
0 |
D |
|
Class A Common Stock |
1/19/2022 |
|
C |
|
80528 |
A |
$0 |
80528 |
I |
See footnote (8) |
Class A Common Stock |
1/19/2022 |
|
S(1) |
|
20241 |
D |
$157.5258 (2) |
60287 |
I |
See footnote (8) |
Class A Common Stock |
1/19/2022 |
|
S(1) |
|
15272 |
D |
$158.5004 (3) |
45015 |
I |
See footnote (8) |
Class A Common Stock |
1/19/2022 |
|
S(1) |
|
12086 |
D |
$159.4541 (4) |
32929 |
I |
See footnote (8) |
Class A Common Stock |
1/19/2022 |
|
S(1) |
|
14314 |
D |
$160.4892 (5) |
18615 |
I |
See footnote (8) |
Class A Common Stock |
1/19/2022 |
|
S(1) |
|
15719 |
D |
$161.4999 (6) |
2896 |
I |
See footnote (8) |
Class A Common Stock |
1/19/2022 |
|
S(1) |
|
2896 |
D |
$162.2834 (7) |
0 |
I |
See footnote (8) |
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) |
Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Employee Stock Option (right to
buy) |
$4.15 |
1/19/2022 |
|
M |
|
|
4080 |
(9) |
9/24/2023 |
Class B Common Stock (10) |
4080.0 |
$0 |
42825 |
D |
|
Class B Common Stock |
(10) |
1/19/2022 |
|
M |
|
4080 |
|
(10) |
(10) |
Class A Common Stock |
4080.0 |
$0 |
22589592 |
D |
|
Class B Common Stock |
(10) |
1/19/2022 |
|
C |
|
|
4080 |
(10) |
(10) |
Class A Common Stock |
4080.0 |
$0 |
22585512 |
D |
|
Employee Stock Option (right to
buy) |
$3.77 |
1/19/2022 |
|
M |
|
|
11545 |
(11) |
9/24/2028 |
Class B Common Stock (10) |
11545.0 |
$0 |
113425 |
D |
|
Class B Common Stock |
(10) |
1/19/2022 |
|
M |
|
11545 |
|
(10) |
(10) |
Class A Common Stock |
11545.0 |
$0 |
22597057 |
D |
|
Class B Common Stock |
(10) |
1/19/2022 |
|
C |
|
|
11545 |
(10) |
(10) |
Class A Common Stock |
11545.0 |
$0 |
22585512 |
D |
|
Class B Common Stock |
(10) |
1/19/2022 |
|
C |
|
|
80528 |
(10) |
(10) |
Class A Common Stock |
80528.0 |
$0 |
264633 |
I |
See footnote (8) |
Explanation of
Responses: |
(1) |
The sales reported on this
Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted
by the Reporting Person. |
(2) |
The price reported in column
4 is a weighted average price. These shares were sold in multiple
transactions at prices ranging from $156.99 to $157.98. The
Reporting Person undertakes to provide the Issuer, any security
holder of the Issuer, or the staff at the Securities and Exchange
Commission, upon request, the full information regarding the number
of shares sold at each separate price within the ranges set forth
above. |
(3) |
The price reported in column
4 is a weighted average price. These shares were sold in multiple
transactions at prices ranging from $157.99 to $158.98. The
Reporting Person undertakes to provide the Issuer, any security
holder of the Issuer, or the staff at the Securities and Exchange
Commission, upon request, the full information regarding the number
of shares sold at each separate price within the ranges set forth
above. |
(4) |
The price reported in column
4 is a weighted average price. These shares were sold in multiple
transactions at prices ranging from $158.99 to $159.98. The
Reporting Person undertakes to provide the Issuer, any security
holder of the Issuer, or the staff at the Securities and Exchange
Commission, upon request, the full information regarding the number
of shares sold at each separate price within the ranges set forth
above. |
(5) |
The price reported in column
4 is a weighted average price. These shares were sold in multiple
transactions at prices ranging from $159.99 to $160.98. The
Reporting Person undertakes to provide the Issuer, any security
holder of the Issuer, or the staff at the Securities and Exchange
Commission, upon request, the full information regarding the number
of shares sold at each separate price within the ranges set forth
above. |
(6) |
The price reported in column
4 is a weighted average price. These shares were sold in multiple
transactions at prices ranging from $160.99 to $161.98. The
Reporting Person undertakes to provide the Issuer, any security
holder of the Issuer, or the staff at the Securities and Exchange
Commission, upon request, the full information regarding the number
of shares sold at each separate price within the ranges set forth
above. |
(7) |
The price reported in column
4 is a weighted average price. These shares were sold in multiple
transactions at prices ranging from $161.99 to $162.81. The
Reporting Person undertakes to provide the Issuer, any security
holder of the Issuer, or the staff at the Securities and Exchange
Commission, upon request, the full information regarding the number
of shares sold at each separate price within the ranges set forth
above. |
(8) |
The shares are held of
record by Zheng Yuan and Hongyu Zhang, cotrustees of the the 2018
Yuan and Zhang Revocable Trust, for which the Reporting Person and
the Reporting Person's spouse serve as cotrustees. |
(9) |
The shares subject to the
option vest in monthly installments as follows: approximately 8,840
shares vested on October 24, 2018 and approximately 8,840 shares
vested on the 24th day of each month thereafter through and
including December 24, 2018, approximately 2,210 shares vested on
January 24, 2019 and approximately 2,210 shares vest on the 24th
day of each month thereafter through and including December 24,
2021 and approximately 2,945 shares vest on the 24th day of each
month thereafter through and including September 24,
2022. |
(10) |
Each share of Class B Common
Stock is convertible at the option of the Reporting Person into one
share of Class A Common Stock and has no expiration date. Each
share of Class B Common Stock held by the Reporting Person will
automatically convert into one share of Class A Common Stock upon
(a) other than Eric S. Yuan, the death of the Reporting Person, or
(b) any transfer by the Reporting Person except certain "Permitted
Transfers" described in the Issuer's certificate of incorporation.
All outstanding shares of Class B Common Stock will convert into
shares of Class A Common Stock upon the earliest of (i) six months
following the death or incapacity of Mr. Yuan, (ii) six months
following the date that Mr. Yuan ceases providing services to the
Issuer, (iii) the date specified by the holders of a majority of
the shares of Class B Common Stock, and (iv) the 15-year
anniversary of the closing of the Issuer's initial public
offering. |
(11) |
The shares subject to the
option vest in monthly installments as follows: approximately 1,577
shares vested on October 24, 2018 and approximately 1,577 vested on
the 24th day of each month thereafter through and including
December 24, 2018, approximately 8,207 shares vested on January 24,
2019 and approximately 8,207 shares vest on the 24th day of each
month thereafter through and including December 24, 2021 and
approximately 7,472 shares vest on the 24th day of each month
thereafter through and including September 24, 2022. The shares
subject to this option are early exercisable, subject to the
Issuer's right to repurchase. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Yuan Eric S.
C/O ZOOM VIDEO COMMUNICATIONS, INC.
55 ALMADEN BOULEVARD, 6TH FLOOR
SAN JOSE, CA 95113 |
X |
X |
Chief Executive Officer |
|
Signatures
|
/s/ Aparna Bawa, Attorney-in-Fact |
|
1/20/2022 |
**Signature of
Reporting Person |
Date |
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