UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-K/A
Amendment No. 1
 
(Mark One)
x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934	
For the fiscal year ended December 31, 2015
OR
¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934	
FOR THE TRANSITION PERIOD FROM             TO             
Commission File Number 001-36456
 
ZENDESK, INC.
(Exact name of Registrant as specified in its Charter)

Delaware	 	26-4411091	
(State or other jurisdiction of
incorporation or organization)	 	(I.R.S. Employer
Identification No.)	
 	 	
1019 Market Street
San Francisco, CA	 	94103	
(Address of principal executive offices)	 	(Zip Code)	
Registrant’s telephone number, including area code: (415) 418-7506
 
Securities registered pursuant to Section 12(b) of the Act: Common Stock, Par Value $0.01 Per Share; Common stock traded on the New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    YES   ¨     NO   x
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.    YES   ¨     NO   x
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    YES   x     NO   ¨
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).    YES   x     NO   ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   o
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer	 	x	  	Accelerated filer	 	o	
 	 	 	 	
Non-accelerated filer	 	¨   (Do not check if a small reporting company)	  	Smaller reporting company	 	¨	
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    YES   ¨     NO   x
 The aggregate market value of common stock held by non-affiliates of the registrant, computed by reference to the closing price at which the common stock was sold on June 30, 2015, the last business day of the registrant's most recently completed second fiscal quarter, as reported on the New York Stock Exchange, was approximately $1,203 million. Shares of common stock held by each executive officer, director and holder of 5% or more of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status does not reflect a determination that such persons are affiliates of the registrant for any other purpose.
The number of shares of Registrant’s Common Stock outstanding as of January 31, 2016 was 90,507,351.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's definitive Proxy Statement for its 2015 Annual Meeting of Stockholders are incorporated by reference in Part III of this Annual Report on Form 10-K. Such Proxy Statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of the fiscal year ended December 31, 2015. Except with respect to information specifically incorporated by reference in this Form 10-K, the Proxy Statement is not deemed to be filed as part of this Form 10-K.

EXPLANATORY NOTE
 
This Amendment No. 1 on Form 10-K/A (“Amendment No. 1”) is being filed to amend our Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (“Original Filing”), filed with the U.S. Securities and Exchange Commission on February 26, 2016.  The sole purpose of this Amendment No. 1 is to correct the previously filed consent of Ernst & Young LLP (filed as Exhibit 23.1), which inadvertently did not reference all registration statements into which Ernst & Young LLP consented its report dated February 26, 2016 to be incorporated by reference. There are no other changes to the Form 10-K or the consent.
 
Except as described above, no changes have been made to the Original Filing and this Amendment No. 1 does not modify, amend or update in any way any of the financial or other information contained in the Original Filing. This Amendment No. 1 does not reflect events that may have occurred subsequent to the date of the Original Filing.

 
 
2

S IGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized .
 
 	 	Zendesk, Inc.	
 	 	 	
Date: March 3, 2016	 	By:	 	/s/ Alan Black	
 	 	 	 	Alan Black	
 	 	 	 	Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
 
Signature	  	Title	 	Date	
 	 	 	
/s/ Mikkel Svane
Mikkel Svane	  	Chief Executive Officer and Chair of the Board of Directors (Principal Executive Officer)	 	March 3, 2016	
 	 	 	
/s/ Alan Black
Alan Black	  	Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	 	March 3, 2016	
 	 	 	
*	 	Director	 	March 3, 2016	
Carl Bass
 	 	 	 	 	
*
Peter Fenton	  	Director	 	March 3, 2016	
 	 	 	
*
Caryn Marooney	  	Director	 	March 3, 2016	
 	 	 	
*
Elizabeth Nelson	  	Director	 	March 3, 2016	
 	 	 	
*
Dana Stalder	  	Director	 	March 3, 2016	
 	 	 	
*
Michelle Wilson	  	Director	 	March 3, 2016	

 
 
*By:	 	/s/ Alan Black	
 	 	Alan Black	
 	 	Attorney-in-Fact	
 
3

Exhibit Index
 
Exhibit
Number	 	Exhibit Description	 	Incorporated by Reference	
	 		 	Form	 	File No.	 	Exhibit	 	Filing Date	
 	 	 	 	 	 	 	 	 	 	 	
2.1	 	Share Purchase and Sale Agreement by and among the Registrant, the sellers listed therein, the option holders listed therein, Zopim Technologies Pte Ltd., and the representative of the sellers and option holders listed therein, dated as of March 14, 2014.	 	S-1	 	333-195176	 	2.1	 	April 10, 2014	
 	 	 	 	 	 	 	 	 	 	 	
2.2	 	Stock Purchase Agreement by and among Zendesk, Inc., We Are Cloud SAS, the Sellers set forth therein, and Rachel Delacour and Alven Capital Partners, represented by Mr. Jérémy Uzan, as the Sellers’ Representatives, dated October 13, 2015.	 	8-K	 	001-36456	 	2.1	 	October 13, 2015	
 	 	 	 	 	 	 	 	 	 	 	
2.3	 	Stock Purchase Agreement by and among Zendesk, Inc., We Are Cloud SAS, and the Sellers set forth therein, dated October 13, 2015.	 	8-K	 	001-36456	 	2.2	 	October 13, 2015	
 	 	 	 	 	 	 	 	 	 	 	
3.1	 	Amended and Restated Certificate of Incorporation of the Registrant.	 	10-Q	 	001-36456	 	3.1	 	August 7, 2014	
 	 	 	 	 	 	 	 	 	 	 	
3.2	 	Amended and Restated By-laws of the Registrant.	 	10-Q	 	001-36456	 	3.2	 	April 10, 2014	
 	 	 	 	 	 	 	 	 	 	 	
4.1	 	Form of Common Stock Certificate of the Registrant.	 	S-1	 	333-195176	 	4.1	 	May 5, 2014	
 	 	 	 	 	 	 	 	 	 	 	
  10.1#	 	2009 Stock Option and Grant Plan, as amended, and related form agreements.	 	S-1	 	333-195176	 	10.2	 	April 10, 2014	
 	 	 	 	 	 	 	 	 	 	 	
10.2#*	 	2014 Stock Option and Incentive Plan, and related form agreements.	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	
10.3#	 	2014 Employee Stock Purchase Plan, as amended.	 	10-Q	 	001-36456	 	10.2	 	November 6, 2014	
 	 	 	 	 	 	 	 	 	 	 	
10.4#	 	Offer Letter between the Registrant and Alan Black, dated as of October 28, 2011.	 	S-1	 	333-195176	 	10.5	 	April 10, 2014	
 	 	 	 	 	 	 	 	 	 	 	
10.5#	 	Offer Letter between the Registrant and Marcus Bragg, dated as of July 25, 2013.	 	S-1	 	333-195176	 	10.6	 	April 10, 2014	
 	 	 	 	 	 	 	 	 	 	 	
10.6#	 	Offer Letter between the Registrant and Adrian McDermott, dated as of June 16, 2010.	 	S-1	 	333-195176	 	10.7	 	April 10, 2014	
 	 	 	 	 	 	 	 	 	 	 	
10.7#	 	Offer Letter between the Registrant and Anne Raimondi, dated as of July 1, 2013.	 	S-1	 	333-202621	 	10.8	 	March 9, 2015	
 	 	 	 	 	 	 	 	 	 	 	
10.8#	 	Offer Letter and Employment Agreement between the Registrant and Matt Price, dated as of May 9, 2011 and July 15, 2011, respectively.	 	S-1	 	333-202621	 	10.9	 	March 9, 2015	
 	 	 	 	 	 	 	 	 	 	 	
10.9#*	 	Offer Letter between the Registrant and John Geschke, dated as of May 30, 2012.	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	
10.10#*	 	Offer Letter between the Registrant and Amanda Kleha, dated as of September 21, 2009.	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	
10.11	 	Office Lease between the Registrant and 989 Market Street, LLC, dated as of April 29, 2011.	 	S-1	 	333-195176	 	10.8	 	April 10, 2014	
 	 	 	 	 	 	 	 	 	 	 	
10.12	 	First Amendment to Lease between the Registrant and 989 Market Street, LLC, dated as of June 28, 2011.	 	S-1	 	333-195176	 	10.9	 	April 10, 2014	
 	 	 	 	 	 	 	 	 	 	 	
10.13	 	Second Amendment to Lease between the Registrant and 989 Market Street, LLC, dated as of August 11, 2011.	 	S-1	 	333-195176	 	10.10	 	April 10, 2014	
 	 	 	 	 	 	 	 	 	 	 	
4

Exhibit
Number	 	Exhibit Description	 	Incorporated by Reference	
	 		 	Form	 	File No.	 	Exhibit	 	Filing Date	
 	 	 	 	 	 	 	 	 	 	 	
10.14	 	 Third Amendment to Lease between the Registrant and
HMC Mid-Market Ventures LLC, dated as of September 11, 2013.	 	S-1	 	333-195176	 	10.11	 	April 10, 2014	
 	 	 	 	 	 	 	 	 	 	 	
10.15	 	Lease Agreement between the Registrant and 1019 Market St. Property, LLC, dated as of September 6, 2013, as amended.	 	10-Q	 	001-36456	 	10.1	 	November 6, 2014	
 	 	 	 	 	 	 	 	 	 	 	
10.16#	 	Non-Employee Director Compensation Policy.	 	S-1	 	333-195176	 	10.18	 	April 23, 2014	
 	 	 	 	 	 	 	 	 	 	 	
10.17#	 	Amended and Restated Executive Incentive Bonus Plan.	 	8-K	 	001-36456	 	10.1	 	February 11, 2015	
 	 	 	 	 	 	 	 	 	 	 	
10.18#	 	Zendesk, Inc. Change in Control Acceleration Plan.	 	8-K	 	001-36456	 	10.1	 	May 15, 2015	
 	 	 	 	 	 	 	 	 	 	 	
10.19#	 	Forms of Indemnification Agreement.	 	S-1	 	333-195176	 	10.1	 	April 10, 2014	
 	 	 	 	 	 	 	 	 	 	 	
10.20	 	Sublease between the Registrant and Zoosk, Inc., dated as of August 1, 2012.	 	S-1	 	333-195176	 	10.12	 	April 10, 2014	
 	 	 	 	 	 	 	 	 	 	 	
10.21	 	Loan and Security Agreement by and between the Registrant and Silicon Valley Bank, dated as of June 12, 2012.	 	S-1	 	333-195176	 	10.14	 	April 10, 2014	
 	 	 	 	 	 	 	 	 	 	 	
10.22	 	First Amendment and Waiver to Loan and Security Agreement by and between the Registrant and Silicon Valley Bank, dated as of June 14, 2013.	 	S-1	 	333-195176	 	10.15	 	April 10, 2014	
 	 	 	 	 	 	 	 	 	 	 	
10.23	 	Second Amendment to Loan and Security Agreement by and between the Registrant and Silicon Valley Bank, dated as of December 30, 2013.	 	S-1	 	333-195176	 	10.16	 	April 10, 2014	
 	 	 	 	 	 	 	 	 	 	 	
10.24	 	Third Amendment to Loan Security Agreement by and between the Registrant and Silicon Valley Bank, dated as of February 7, 2014.	 	S-1	 	333-195176	 	10.17	 	April 10, 2014	
 	 	 	 	 	 	 	 	 	 	 	
21.1*	 	List of Subsidiaries of the Registrant.	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	
23.1	 	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	
31.1	 	Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	
31.2	 	Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	
32.1†	 	Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	
101.INS*	 	XBRL Instance Document.	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	
101.SCH*	 	XBRL Taxonomy Extension Schema Document.	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	
101.CAL*	 	XBRL Taxonomy Extension Calculation Linkbase Document.	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	
101.DEF*	 	XBRL Taxonomy Extension Definition Linkbase Document.	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	
101.LAB*	 	XBRL Taxonomy Extension Label Linkbase Document.	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	
101.PRE*	 	XBRL Taxonomy Extension Presentation Linkbase Document.	 	 	 	 	 	 	 	 	
5

#	Indicates management contract or compensatory plan, contract, or agreement.	
*	Previously filed with our Annual Report on Form 10-K filed on February 26, 2016.	
†	Previously furnished with our Annual Report on Form 10-K filed with the Commission on February 26, 2016. The certifications attached as Exhibit 32.1 that accompany our Annual Report on Form 10-K, are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Zendesk, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of our Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.	
 
6

Exhibit 23.1
Consent of Ernst & Young, LLP, Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the following Registration Statements:
 	(1)	Registration Statement ( Form S-8 No. 333-195958) pertaining to the Zendesk, Inc. 2014 Stock Option and Incentive Plan, the Zendesk, Inc. 2014 Employee Stock Purchase Plan and the Zendesk, Inc. 2009 Stock Option and Grant Plan, and	
 	(2)	Registration Statement (Form S-8 No. 333-202137) pertaining to the Zendesk, Inc. 2014 Stock Option and Incentive Plan and the Zendesk, Inc. 2014 Employee Stock Purchase Plan,	
of our reports dated February 26, 2016, with respect to the consolidated financial statements of Zendesk, Inc. and the effectiveness of internal control over financial reporting of Zendesk, Inc. included in this Annual Report (Form 10-K) of Zendesk, Inc. for the year ended December 31, 2015.
 
/s/ Ernst & Young LLP
Redwood City, CA
February 26, 2016

EXHIBIT 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO EXCHANGE ACT RULE 13a-14(a) OR 15d-14(a),
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
 
I, Mikkel Svane, certify that:
1.        I have reviewed this annual report on Form 10-K of Zendesk, Inc.;
2.        Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

 	 	 	 	 	 	 	
Date: March 3, 2016	 	 	 	By:	 	/s/ Mikkel Svane	
 	 	 	 	 	 	Mikkel Svane	
 	 	 	 	 	 	Chief Executive Officer
(Principal Executive Officer)

EXHIBIT 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO EXCHANGE ACT RULE 13a-14(a) OR 15d-14(a),
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
 
I, Alan Black, certify that:
1.        I have reviewed this annual report on Form 10-K of Zendesk, Inc.;
2.        Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

 	 	 	 	 	 	 	
Date: March 3, 2016	 	 	 	By:	 	/s/ Alan Black	
 	 	 	 	 	 	Alan Black	
 	 	 	 	 	 	Senior Vice President and Chief Financial Officer
(Principal Financial Officer)