SEC Filing | Zoom Video Communications, Inc.

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SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Eschenbach Carl M.

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/09/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
Class A Common Stock	12/09/2019		C		647,046	A	$0.00	647,046	I	Sequoia Capital Global Growth Fund II, L.P.⁽¹⁾⁽²⁾⁽³⁾
Class A Common Stock	12/09/2019		C		8,021	A	$0.00	8,021	I	Sequoia Capital Global Growth II Principals Fund, L.P.⁽¹⁾⁽²⁾⁽³⁾
Class A Common Stock	12/09/2019		C		1,881,643	A	$0.00	1,881,643	I	Sequoia Capital U.S. Growth Fund VII, LP⁽⁴⁾⁽⁵⁾
Class A Common Stock	12/09/2019		C		122,450	A	$0.00	122,450	I	Sequoia Capital U.S. Growth VII Principals Fund, LP⁽⁴⁾⁽⁵⁾
Class A Common Stock	12/09/2019		C		38,908	A	$0.00	38,908	I	Sequoia Capital U.S. Growth Fund V, LP⁽⁶⁾⁽⁷⁾
Class A Common Stock	12/09/2019		J⁽⁸⁾		647,046	D	$0.00	0	I	Sequoia Capital Global Growth Fund II, L.P.⁽¹⁾⁽²⁾⁽³⁾
Class A Common Stock	12/09/2019		J⁽⁸⁾		8,021	D	$0.00	0	I	Sequoia Capital Global Growth II Principals Fund, L.P.⁽¹⁾⁽²⁾⁽³⁾
Class A Common Stock	12/09/2019		J⁽⁸⁾		1,881,643	D	$0.00	0	I	Sequoia Capital U.S. Growth Fund VII, LP⁽⁴⁾⁽⁵⁾
Class A Common Stock	12/09/2019		J⁽⁸⁾		122,450	D	$0.00	0	I	Sequoia Capital U.S. Growth VII Principals Fund, LP⁽⁴⁾⁽⁵⁾
Class A Common Stock	12/09/2019		J⁽⁸⁾		38,908	D	$0.00	0	I	Sequoia Capital U.S. Growth Fund V, LP⁽⁶⁾⁽⁷⁾
Class A Common Stock	12/09/2019		J⁽⁹⁾		65,451	A	$0.00	130,385	I	By estate planning vehicle

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽¹⁰⁾	12/09/2019		C			647,046	⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	647,046	$0.00	5,176,371	I	Sequoia Capital Global Growth Fund II, L.P.⁽¹⁾⁽²⁾⁽³⁾
Class B Common Stock	⁽¹⁰⁾	12/09/2019		C			8,021	⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	8,021	$0.00	64,163	I	Sequoia Capital Global Growth II Principals Fund, L.P.⁽¹⁾⁽²⁾⁽³⁾
Class B Common Stock	⁽¹⁰⁾	12/09/2019		C			1,881,643	⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	1,881,643	$0.00	15,053,148	I	Sequoia Capital U.S. Growth Fund VII, LP⁽⁴⁾⁽⁵⁾
Class B Common Stock	⁽¹⁰⁾	12/09/2019		C			122,450	⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	122,450	$0.00	979,599	I	Sequoia Capital U.S. Growth VII Principals Fund, LP⁽⁴⁾⁽⁵⁾
Class B Common Stock	⁽¹⁰⁾	12/09/2019		C			38,908	⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	38,908	$0.00	155,630	I	Sequoia Capital U.S. Growth Fund V, LP⁽⁶⁾⁽⁷⁾

Explanation of Responses:

1. SC US (TTGP), Ltd. is the general partner of SC Global Growth II Management, L.P., which is the general partner of each of Sequoia Capital Global Growth Fund II, L.P. and Sequoia Capital Global Growth II Principals Fund, L.P. or collectively, the SC GGFII Funds. As a result, SC US (TTGP), Ltd. and SC Global Growth II Management, L.P. may be deemed to share voting and dispositive power with respect to the shares held by the SC GGFII Funds. In addition, the directors and stockholders of SC US (TTGP), Ltd. who exercise voting and investment discretion with respect to the SC GGFII Funds are Messrs. Douglas M. Leone and Michael Abramson. As a result, and by virtue of the relationships described in this footnote, each such person may be deemed to share voting and dispositive power with respect to the shares held by the SC GGFII Funds.

2. (Continued from footnote 1) Each of Messrs. Douglas M. Leone and Michael Abramson, SC US (TTGP), Ltd. and SC Global Growth II Management, L.P. disclaims beneficial ownership of the securities held by the SC GGFII Funds except to the extent of their pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

3. The Reporting Person is a non-managing member of SC Global Growth II Management, L.P. SC Global Growth II Management, L.P. is the general partner of each of Sequoia Capital Global Growth Fund II, L.P. and Sequoia Capital Global Growth II Principals Fund, L.P. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or any other purpose.

4. SC US (TTGP), Ltd. is the general partner of SC U.S. Growth VII Management, L.P., which is the general partner of each of Sequoia Capital U.S. Growth Fund VII, LP and Sequoia Capital U.S. Growth VII Principals Fund, LP or collectively, the SC US GFVII Funds. As a result, SC US (TTGP), Ltd. and SC U.S. Growth VII Management, L.P. may be deemed to share voting and dispositive power with respect to the shares held by the SC US GFVII Funds. Each of SC US (TTGP), Ltd. and SC U.S. Growth VII Management, L.P. disclaims beneficial ownership of the securities held by the SC US GFVII Funds except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

5. The Reporting Person is a managing member of SC U.S. Growth VII Management, L.P. SC U.S. Growth VII Management, L.P. is the partner of each of Sequoia Capital U.S. Growth Fund VII, LP and Sequoia Capital U.S. Growth VII Principals Fund. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or any other purpose.

6. SC US (TTGP), Ltd. is the general partner of SCGF V Management, L.P., which is the general partner of Sequoia Capital U.S. Growth Fund V, LP. As a result, SC US (TTGP), Ltd. and SCGF V Management, L.P. may be deemed to share voting and dispositive power with respect to the shares held by Sequoia Capital U.S. Growth Fund V, LP. Each of SC US (TTGP), Ltd. and SCGF V Management, L.P. disclaims beneficial ownership of the securities held by Sequoia Capital U.S. Growth Fund V, LP. except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

7. The Reporting Person is a non-managing member of SCGF V Management, L.P. SCGF V Management, L.P. is the general partner of Sequoia Capital U.S. Growth Fund V, LP. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or any other purpose.

8. Represents a pro rata distribution of Class A Common Stock of the Issuer to partners or members for no consideration and includes subsequent distributions by general partners or managing members to their respective partners or members.

9. Represents the receipt of shares of Class A Common Stock of the Issuer by virtue of the pro rata in-kind distributions described in footnote (8) above.

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.

Remarks:

Exhibit 24.1 - Power of Attorney of Carl M. Eschenbach

	/s/ Jung Yeon Son, Attorney-In-Fact	12/11/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

                           LIMITED POWER OF ATTORNEY
                          FOR CERTAIN FILINGS WITH THE
                       SECURITIES AND EXCHANGE COMMISSION

    Know all by these presents that the undersigned hereby constitutes and
appoints each of Marie Klemchuk and Jung Yeon Son the undersigned's true and
lawful attorney-in-fact to:

    (1) Execute for and on behalf of the undersigned, in the undersigned's
        capacity as an officer, director and/or stockholder of any entity
        affiliated with Sequoia Capital Operations, LLC or any corporation or
        other person in which an investment fund affiliated with Sequoia Capital
        Operations, LLC makes an investment (each, a "Company"), Forms 3, 4, and
        5 and amendments thereto in accordance with Section 16(a) of the
        Securities Exchange Act of 1934, as amended (the "1934 Act"),  and the
        rules thereunder, as well as any reports on Schedules 13D or 13G or
        Forms 13F or 13H and amendments thereto in each case in accordance with
        Section 13 of the 1934 Act and the rules thereunder or any Forms 144 in
        accordance with Rule 144 under the Securities Act of 1933, as amended
        (the "1933 Act");

    (2) Do and perform any and all acts for and on behalf of the undersigned
        which may be necessary or desirable to complete and execute any such
        Form 3, 4, or 5, Schedule 13D, Schedule 13G, Form 13F, Form 13H or Form
        144 or amendment thereto and timely file such form with the United
        States Securities and Exchange Commission (the "SEC") and any stock
        exchange or similar authority; and

    (3) Take any other action of any type whatsoever which, in the opinion of
        such attorney-in-fact, may be necessary or desirable in connection with
        the foregoing authority, it being understood that the documents executed
        by such attorney-in-fact on behalf of the undersigned pursuant to this
        Limited Power of Attorney shall be in such form and shall contain such
        terms and conditions as such attorney-in-fact may approve.

    The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever required,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that each such attorney-in-fact, or any such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Limited Power of Attorney and the rights and powers
herein granted.  The undersigned acknowledges that the foregoing attorneys-in-
fact, in serving in such capacity at the request of the undersigned, are not
assuming, nor is any Company assuming, any of the undersigned's responsibilities
to comply with Section 13 or Section 16 of the 1934 Act or Rule 144 under the
1933 Act.

    This Limited Power of Attorney shall remain in full force and effect until
revoked by the undersigned in a signed writing delivered to the foregoing
attorneys-in-fact.  This Limited Power of Attorney may be filed with the SEC as
a confirming statement of the authority granted herein.

                              [Signature Page Follows]




 IN WITNESS WHEREOF, the undersigned has caused this Limited Power of
Attorney to be executed as of December 10, 2019.

By:   /s/ Carl M. Eschenbach
      ------------------------------
      Carl M. Eschenbach