SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Chaudhry Jagtar Singh

(Last)

(First)

(Middle)

C/O ZSCALER, INC.

110 ROSE ORCHARD WAY

(Street)

SAN JOSE

95134

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/15/2018

3. Issuer Name and Ticker or Trading Symbol
Zscaler, Inc. [ ZS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	President, CEO & Chairman

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

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

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	50,234	D
Common Stock	1,577,180	I	See footnote.⁽¹⁾
Common Stock	33,333	I	See footnote.⁽²⁾
Common Stock	13,332	I	See footnote.⁽³⁾
Common Stock	6,666	I	See footnote.⁽⁴⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	875,453	⁽⁵⁾	D
Series A Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	9,479,740	⁽⁵⁾	I	See footnote.⁽¹⁾
Series B Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	1,169,704	⁽⁶⁾	D
Series B Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	12,665,999	⁽⁶⁾	I	See footnote.⁽¹⁾
Series C Convertible Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	82,603	⁽⁷⁾	D
Series C Convertible Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	894,460	⁽⁷⁾	I	See footnote.⁽¹⁾

1. Name and Address of Reporting Person^*

Chaudhry Jagtar Singh

(Last)

(First)

(Middle)

C/O ZSCALER, INC.

110 ROSE ORCHARD WAY

(Street)

SAN JOSE

95134

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	President, CEO & Chairman

1. Name and Address of Reporting Person^*

CHAUDHRY P JYOTI

(Last)

(First)

(Middle)

C/O ZSCALER, INC.

110 ROSE ORCHARD WAY

(Street)

SAN JOSE

95134

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The shares are held of record by P. Jyoti Chaudhry.

2. The shares are held of record by The Chaudhry Family Trust dated August 1, 2014 for which Surjit Kaur serves as trustee

3. The shares are held of record by The Chaudhry Family Trust f/b/o Manpreet Bains for which Ms. Kaur serves as trustee.

4. The shares are held of record by The P. Jyoti Chaudhry Family Trust dated March 1, 2000 for which Ms. Kaur serves as trustee.

5. The Series A Convertible Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and has no expiration date.

6. The Series B Convertible Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and has no expiration date.

7. The Series C Convertible Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and has no expiration date.

Remarks:

Exhibit 24.1 - Power of Attorney Exhibit 24.2 - Power of Attorney

	/s/ Torrie Nute, by power of attorney for Jagtar S. Chaudhry	03/15/2018
	/s/ Torrie Nute, by power of attorney for P. Jyoti Chaudhry	03/15/2018
	** 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 5 (b)(v).
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