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
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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 *

Charles River XIII GP, LLC	2. Issuer Name and Ticker or Trading Symbol

Zendesk, Inc. [ ZEN ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)	
(Last)          (First)          (Middle)

C/O CHARLES RIVER VENTURES, ONE BROADWAY, 15TH FLOOR	3. Date of Earliest Transaction (MM/DD/YYYY)

3/24/2015		
(Street)

CAMBRIDGE, MA 02142
(City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)

 	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 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				
Common Stock  	3/24/2015  	 	S (1)	  	400000  	D	$21.7604  	11337078   (2)	I  	See footnote   (3)	

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					

Explanation of Responses:	
(  1) 	The number of shares sold includes 389,079 shares sold by Charles River Partnership XIII, LP ("CRP XIII LP") and 10,921 shares sold by Charles River Friends XIII-A, LP ("CRF XIII-A").	
(  2) 	The number of shares owned after the sale includes 11,027,557 shares held by CRP XIII LP and 309,521 shares held by CRF XIII-A.	
(  3) 	Charles River XIII GP, LP, ("CR XIII GP LP") is the general partner of CRP XIII LP. Charles River XIII GP, LLC is the general partner of both CRF XIII-A and CR XIII GP LP. Each reporting person may be deemed to beneficially own the reported securities, but each disclaims beneficial ownership of such reported securities except to the extent of its pecuniary interest therein. The filing of this statement by any reporting person shall not be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any equity securities covered by this statement.	

Reporting Owners	
Reporting Owner Name / Address	Relationships	
	Director	10% Owner	Officer	Other	
Charles River XIII GP, LLC
C/O CHARLES RIVER VENTURES
ONE BROADWAY, 15TH FLOOR
CAMBRIDGE, MA 02142		X			
Charles River XIII GP, LP
C/O CHARLES RIVER VENTURES
ONE BROADWAY, 15TH FLOOR
CAMBRIDGE, MA 02142		X			
Charles River Partnership XIII, LP
C/O CHARLES RIVER VENTURES
ONE BROADWAY, 15TH FLOOR
CAMBRIDGE, MA 02142		X			
Charles River Friends XIII-A LP
C/O CHARLES RIVER VENTURES
ONE BROADWAY, 15TH FLOOR
CAMBRIDGE, MA 02142		X			

Signatures		
/s/ Adam J. Amero as Attorney-in-Fact for Charles River XIII GP, LLC		3/25/2015	
** Signature of Reporting Person		Date
	
/s/ Adam J. Amero as Attorney-in-Fact for Charles River XIII GP, LP		3/25/2015	
** Signature of Reporting Person		Date
	
/s/ Adam J. Amero as Attorney-in-Fact for Charles River Partnership XIII, LP		3/25/2015	
** Signature of Reporting Person		Date
	
/s/ Adam J. Amero as Attorney-in-Fact for Charles River Friends XIII-A, LP		3/25/2015	
** 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 control number.	

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and

appoints each of Adam J. Amero, Vita Spakevicius, Cindy Demeo, Joseph

Defilippi, Howard J. Beber and Brian S. Schwartz, signing singly, the

undersigned's true and lawful attorney-in-fact to:

1. Execute for and on behalf of the undersigned, in the undersigned's

individual capacity and/or as an officer and/or General Partner of any

of the Charles River Ventures entities (the "CRV Entities"), any forms

and/or documents to be filed with the United States Securities and Exchange

Commission (the "SEC") and any stock exchange or similar authority;

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

forms and/or documents with the SEC and any stock exchange or similar

authority; and

3. Take any other action of any type whatsoever in connection with the

foregoing which, in the opinion of such attorney-in-fact, may be of benefit

to, in the best interest of, or legally required by, the undersigned, it being

understood that the documents executed by such attorney-in-fact on behalf

of the undersigned pursuant to this Power of Attorney shall be in such form

and shall contain such terms and conditions as such attorney-in-fact may

approve in such attorney-in-fact's discretion.

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 requisite, 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 such attorney-in-fact, or such

attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be

done by virtue of this 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 any of the undersigned's responsibilities to comply with any of the

relevant rules and regulations of the SEC.

This 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.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney

to be executed as of this 24th day of November, 2014.

Charles River Friends XIII-A, LP

By: Charles River XIII GP, LP

Its: General Partner

By: Charles River XIII GP, LLC

Its: General Partner

/s/ Devdutt Yellurkar

Authorized Manager

Charles River Partnership XIII, LP

By: Charles River XIII GP, LLC

Its: General Partner

/s/ Devdutt Yellurkar

Authorized Manager

Charles River XIII GP, LLC

By: Charles River XIII GP, LLC

Its: General Partner

/s/ Devdutt Yellurkar

Authorized Manager