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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Zscaler Inc | NASDAQ:ZS | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
1.35 | 0.77% | 177.72 | 177.70 | 178.50 | 178.57 | 171.55 | 177.77 | 2,492,870 | 01:00:00 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)*
ZSCALER, INC.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
98980G 102
(CUSIP Number)
December 31, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
NAME OF REPORTING PERSON: Jagtar S. (Jay) Chaudhry I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ☐ (b) ☐ SEC USE ONLY: CITIZENSHIP OR PLACE OF
ORGANIZATION: United States of
America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER 2,460,570 SHARED VOTING POWER 24,424,895 SOLE DISPOSITIVE POWER 2,460,570 SHARED DISPOSITIVE POWER 24,424,895 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 26,885,465 (1) CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ☐ PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9): 18.64%(2) TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS): IN Includes (i) 282,576 shares held of record by Mr. Chaudhry, (ii) 2,177,994 shares held of record by Jagtar
S Chaudhry TTEE the RSJ Trust U/A DTD 06/07/2017 (iii) 24,418,229 shares held of record by Jyoti Chaudhry TTEE the RSP Trust U/A DTD 06/07/2017 and (iv) 6,666 shares held of record by P. Jyoti Chaudhry Family Trust dated March 1, 2000 for which
Ms. Kaur serves as trustee. Based on 144,212,227 shares of the Issuers common stock outstanding as of November 30, 2022, as
reported in the Issuers Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2022, filed with the Securities and Exchange Commission on December 7, 2022.
NAME OF REPORTING PERSON: Jyoti Chaudhry I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY): CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ☐ (b) ☐ SEC USE ONLY: CITIZENSHIP OR PLACE OF
ORGANIZATION: India NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER 24,418,229 SHARED VOTING POWER 0 SOLE DISPOSITIVE POWER 24,418,229 SHARED DISPOSITIVE POWER 0 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 24,418,229 CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ☐ PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9): 16.93% (1) TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS): IN Based on 144,212,227 shares of the Issuers common stock outstanding as of November 30, 2022, as
reported in the Issuers Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2022, filed with the Securities and Exchange Commission on December 7, 2022.
Item 1 (a) Name of Issuer: Zscaler, Inc. (b) Address of
Issuers Principal Executive Offices: 120 Holger Way San Jose, California 95134 Item 2
(a) Names of Persons Filing: Each of the following is a reporting person (Reporting Person): Jagtar S. (Jay) Chaudhry Jyoti
Chaudhry (b) Address or principal business office or, if none, residence: The address for the principal business office of the Reporting Persons is: c/o Zscaler, Inc. 120 Holger Way
San Jose, California 95134 (c) Citizenship: Reference is made to the response to item 4 on each of pages 2-3 of this Schedule 13G (this
Schedule), which responses are incorporated herein by reference. (d) Title and Class of Securities: Common Stock, par value $0.001 per share. (e) CUSIP No.: 98980G 102 Item 3. If this statement
is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a: Not applicable. Item 4. Ownership
Reference is hereby made to the responses to items 5-9 and 11 of pages 23 of this
Schedule, which responses are incorporated herein by reference. Item 5. Ownership of Five Percent or Less of a Class Not applicable.
Item 6. Ownership of More than 5 Percent on Behalf of Another Person Not applicable. Item 7. Identification
and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. Not applicable. Item 8. Identification
and Classification of Members of the Group Not applicable. Item 9. Notice of Dissolution of Group Not applicable. Item 10. Certifications
Not applicable.
SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct. Date: February 14, 2023
Exhibit Index
CUSIP No. 98980G 102
Page
2
1
2
3
4
5
6
7
8
9
10
11
12
(1)
(2)
CUSIP No. 98980G 102
Page
3
1
2
3
4
5
6
7
8
9
10
11
12
(1)
/s/ Jagtar S. Chaudhry
Jagtar S. Chaudhry
/s/ Jyoti S. Chaudhry
Jyoti Chaudhry
Exhibit 99.1
Joint Filing Agreement between Jagtar S. Chaudhry and Jyoti Chaudhry dated February 13, 2019 and filed on February 13, 2019, accession number
0001193125-19-037941 is incorporated herein by reference.
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