SEC Form 4
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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Pelosi Janine
(Last) (First) (Middle)
C/O ZOOM VIDEO COMMUNICATIONS, INC.
55 ALMADEN BOULEVARD, 6TH FLOOR
(Street)
SAN JOSE CA 95113
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Zoom Video Communications, Inc. [ ZM ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Marketing Officer
3. Date of Earliest Transaction (Month/Day/Year)
06/08/2021
4. 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 Acquired, Disposed of, or Beneficially Owned
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 06/08/2021 M 225 A $0 16,993(1) D
Class A Common Stock 06/08/2021 F 116(2) D $330.75 16,877 D
Class A Common Stock 06/08/2021 C 8,000 A $0 24,877 D
Class A Common Stock 06/08/2021 S(3) 8,000 D $349 16,877 D
Class A Common Stock 7,310 I See footnote(4)
Class A Common Stock 7,310 I See footnote(5)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
Restricted Stock Units (6) 06/08/2021 M 225 (7) (7) Class A Common Stock 225 $0 225 D
Employee Stock Option (right to buy) $3.77 06/08/2021 M 8,000 (8) 09/06/2028 Class B Common Stock 8,000 $0 229,890 D
Class B Common Stock (9) 06/08/2021 M 8,000 (9) (9) Class A Common Stock 8,000 $0 8,000 D
Class B Common Stock (9) 06/08/2021 C 8,000 (9) (9) Class A Common Stock 8,000 $0 0 D
Explanation of Responses:
1. Reflects an exempt transfer of 7,310 Class A shares to the JA Pelosi 2021 Zoom GRAT on March 5, 2021 and an exempt transfer of 7,310 Class A shares to the JJ Pelosi 2021 Zoom GRAT on March 5, 2021.
2. Shares withheld by Issuer to satisfy the tax withholding obligation in connection with the vesting of Restricted Stock Units.
3. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
4. The shares are held of record by the JJ Pelosi 2021 Zoom GRAT, for which the Reporting Person's spouse serves as trustee.
5. The shares are held of record by the JA Pelosi 2021 Zoom GRAT, for which the Reporting Person serves as trustee.
6. Each restricted stock unit represents a contingent right to receive one share of Issuer's Class A Common Stock.
7. The reporting person received an award of restricted stock units on June 8, 2020, 1/2 of which will vest on the first anniversary date of the grant, and 1/2 of which will vest on the second anniversary date of the grant.
8. 1/48 of the shares subject to the option vests in equal monthly installments commencing one month from July 11, 2018.
9. Each share of Class B Common Stock is convertible at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. Each share of Class B Common Stock held by the Reporting Person will convert automatically into one share of Class A Common Stock upon (a) other than Eric S. Yuan, the death of the Reporting Person, or (b) any transfer by the Reporting Person except certain "Permitted Transfers" described in the Issuer's 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 Mr. 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 Issuer's initial public offering.
Remarks:
/s/ Aparna Bawa, Attorney-in-Fact 06/10/2021
** 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.