Director Subotovsky Santiago converted options into 1,408,514 shares and sold $16,000 worth of shares (193 units at $82.90) (SEC Form 4)
$ZM
Computer Software: Programming Data Processing
Technology
| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Zoom Communications, Inc. [ ZM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/04/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 12/04/2024 | C(1) | 193 | A | $0 | 193 | I | See footnote(2) | ||
| Class A Common Stock | 12/04/2024 | S | 193 | D | $82.9 | 0 | I | See footnote(2) | ||
| Class A Common Stock | 12/24/2024 | C(3) | 704,064 | A | $0 | 0(4) | I | See footnote(2) | ||
| Class A Common Stock | 12/24/2024 | C(5) | 704,257 | A | $0 | 0(6) | I | See footnote(7) | ||
| Class A Common Stock | 171,927(8) | D | ||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | (9) | 12/04/2024 | C(1) | 193 | (9) | (9) | Class A Common Stock | 193 | $0 | 704,064 | I | See footnote(2) | |||
| Class B Common Stock | (9) | 12/24/2024 | C(3) | 704,064 | (9) | (9) | Class A Common Stock | 704,064 | $0 | 0 | I | See footnote(2) | |||
| Class B Common Stock | (9) | 12/24/2024 | C(5) | 704,257 | (9) | (9) | Class A Common Stock | 704,257 | $0 | 5,080,311 | I | See footnote(7) | |||
| Restricted Stock Units | (10) | (11) | (11) | Class A Common Stock | 4,361 | 4,361 | D(12) | ||||||||
| Explanation of Responses: |
| 1. On December 4, 2024, EZP Opportunity, L.P. (EZP) converted in the aggregate 193 shares of the Issuer's Class B Common Stock into 193 shares of the Issuer's Class A Common Stock. |
| 2. Shares held directly by EZP. The sole general partner of EZP is Emergence Equity Partners III, L.P. (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 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. |
| 3. On December 24, 2024, EZP converted in the aggregate 704,064 shares of the Issuer's Class B Common Stock into 704,064 shares of the Issuer's Class A Common Stock. Subsequently, on the same date, EZP distributed in-kind, without consideration, all 704,064 shares of the Issuer's Class A Common Stock pro-rata to its partners in accordance with the exemptions under Rule 16a-9(a) (Rule 16a-9(a)) and Rule 16a-13 (Rule 16a-13) of the Securities Exchange Act of 1934, as amended. |
| 4. Reflects the pro rata distribution in-kind, without consideration, of all 704,064 shares of the Issuer's Class A Common Stock by EZP to its partners in accordance with the exemptions under Rules 16a-9(a) and 16a-13. |
| 5. On December 24, 2024, Emergence Capital Partners III, L.P. (Emergence) converted in the aggregate 704,257 shares of the Issuer's Class B Common Stock into 704,257 shares of the Issuer's Class A Common Stock. Subsequently, on the same date, Emergence distributed in-kind, without consideration, all 704,257 shares of the Issuer's Class A Common Stock pro-rata to its partners in accordance with the exemptions under Rule 16a-9(a) and 16a-13. |
| 6. Reflects the pro rata distribution in-kind, without consideration, of all 704,257 shares of the Issuer's Class A Common Stock by Emergence to its partners in accordance with the exemptions under Rules 16a-9(a) and 16a-13. |
| 7. Shares held directly by Emergence. The sole general partner of Emergence is EEP III, and the sole general partner of EEP III is 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. |
| 8. Balance reflects the Reporting Persons receipt of 13,379 shares of the Issuer's Class A Common Stock in a pro-rata distribution from EZP and Emergence on 12/24/2024. Includes 6,178 shares of the Issuer's Class A Common Stock acquired upon the vesting of restricted stock units that are held for the benefit of EEP III. |
| 9. 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 Issuers 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 Eric S. 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 Issuers initial public offering. |
| 10. Each Restricted Stock Unit represents a contingent right to receive one share of Issuer's Class A Common Stock. |
| 11. The reporting person received an award of restricted stock units, 100% of which will vest on the first anniversary date of the grant (or, if sooner, the day immediately preceding the next annual meeting that occurs following the grant date). |
| 12. This award is held for the benefit of EEP III. |
| Remarks: |
| /s/ Aparna Bawa, Attorney-in-Fact | 03/21/2025 | |
| ** 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 Number. | ||