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*
Subotovsky Santiago

(Last) (First) (Middle)
160 BOVET ROAD, SUITE 300

(Street)
SAN MATEO CA 94402

(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 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/05/2020
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)
Code V Amount (A) or (D) Price
Class A Common Stock 03/05/2020 C(1)(2) 3,565,600 A $0 3,565,600 I See footnote(3)
Class A Common Stock 03/05/2020 J(1)(2) 3,565,600 D $0 0 I See footnote(3)
Class A Common Stock 03/05/2020 C(4)(5) 434,400 A $0 434,400 I See footnote(6)
Class A Common Stock 03/05/2020 J(4)(5) 434,400 D $0 0 I See footnote(6)
Class A Common Stock 03/05/2020 J(7) 51,856 A $0 92,445 D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock (8) 03/05/2020 C(1)(2) 3,565,600 (8) (8) Class A Common Stock 3,565,600 $0 19,601,268 I See footnote(3)
Class B Common Stock (8) 03/05/2020 C(4)(5) 434,400 (8) (8) Class A Common Stock 434,400 $0 2,387,557 I See footnote(6)
Explanation of Responses:
1. On March 5, 2020, Emergence Capital Partners III, L.P. ("Emergence") converted in the aggregate 3,565,600 shares of the Issuer's Class B Common Stock into 3,565,600 shares of the Issuer's Class A Common Stock. Subsequently on the same date, Emergence distributed in-kind, without consideration, all 3,565,600 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. Of the distributed shares, 891,400 shares were distributed 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 (777,391 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"). The Reporting Person is a member of EEP III. The Reporting Person disclaims Section 16 beneficial ownership of the shares held by Emergence, except to the extent, if any, of his pecuniary interest therein, and this report shall not be deemed an admission that he is the beneficial owner of such shares for Section 16 or any other purpose.
4. On March 5, 2020, EZP Opportunity, L.P. ("EZP") converted in the aggregate 434,400 shares of the Issuer's Class B Common Stock into 434,400 shares of the Issuer's Class A Common Stock. Subsequently on the same date, EZP distributed in-kind, without consideration, all 434,400 shares of Class A Common Stock 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. Of the distributed shares, 108,600 shares were distributed pursuant to a 10b5-1 plan adopted by EZP on September 27, 2019.
5. (continued from footnote 4) Upon receipt by EEP III of its pro rata interest of the distribution (86,880 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.
6. Shares held directly by EZP. The sole general partner of EZP is EEP III, and the sole general partner of EEP III is EGP. The Reporting Person disclaims Section 16 beneficial ownership of the shares held by EZP, except to the extent, if any, of his pecuniary interest therein, and this report shall not be deemed an admission that he is the beneficial owner of such shares for Section 16 or any other purpose.
7. Represents the receipt of shares of Class A Common Stock of the Issuer by virtue of the pro rata distributions described above.
8. Each share of Class B Common Stock is convertible at the option of Emergence and EZP, as applicable, into one share of Class A Common Stock and has no expiration date. Each share of Class B Common Stock held by Emergence and EZP, as applicable, will automatically convert into one share of Class A Common Stock upon any transfer by Emergence and EZP, as applicable, 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:
/s/ Aparna Bawa, Attorney-in-Fact 03/09/2020
** Signature of Reporting Person Date
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