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* Brown Andrew William Fraser (Last) (First) (Middle) C/O ZSCALER, INC. 110 ROSE ORCHARD WAY (Street) SAN JOSE CA 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 10% Owner Officer (give title below) Other (specify below)	5. 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 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	50,000	I	See footnote.(1)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	(2)	12/06/2023	Common Stock	13,333	$1.43	D
Stock Option (right to buy)	(3)	10/14/2025	Common Stock	150,000	$4.125	D
Stock Option (right to buy)	(4)	11/17/2026	Common Stock	20,000	$4.83	D

Explanation of Responses:

1. The shares are held of record by the Andrew W.F. Brown 2017 Grantor Retained Annuity Trust for which the reporting person's spouse serves as a trustee.

2. Shares subject to the option are fully vested and immediately exercisable.

3. The option is subject to an early exercise provision and is immediately exercisable. An option to purchase 200,000 shares was granted on October 14, 2015 and was exercised in part prior to the date on which reporting person became subject to Section 16. Shares subject to the option vest in 48 equal monthly installments beginning on November 14, 2015.

4. The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option vest in 48 equal monthly installments beginning on December 17, 2016.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Torrie Nute, by power of attorney	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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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