Statement of Changes in Beneficial Ownership (4)

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 * Sinha Amit	2. Issuer Name and Ticker or Trading Symbol Zscaler, Inc. [ ZS ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) President of R&D and CTO
(Last)          (First)          (Middle) C/O ZSCALER, INC., 110 ROSE ORCHARD WAY	3. Date of Earliest Transaction (MM/DD/YYYY) 1/24/2020
(Street) SAN JOSE, CA 95134 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. 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	1/24/2020		M		101333	A	$1.34	228081	D
Common Stock	1/24/2020		S(1)		42109	D	$57.756 (2)	185972	D
Common Stock	1/24/2020		S(1)		25404	D	$58.6261 (3)	160568	D
Common Stock	1/24/2020		S(1)		31520	D	$59.672 (4)	129048	D
Common Stock	1/24/2020		S(1)		2300	D	$60.2743 (5)	126748	D
Common Stock								279749	I	See footnote (6)
Common Stock								566702	I	See footnote (7)

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
Employee Stock Option (right to buy)	$1.34	1/24/2020		M			101333	(8)	1/29/2020	Common Stock	101333.0	$0	0	D

Explanation of Responses:
(1)	The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted on June 28, 2019.
(2)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $57.18 to $58.17, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2), (3), (4) and (5) to this Form 4.
(3)	The price reported in Column 4 is weighted average price. These shares were sold in multiple transactions at prices ranging from $58.18 to $59.17.
(4)	The price reported in Column 4 is weighted average price. These shares were sold in multiple transactions at prices ranging from $59.18 to $60.17.
(5)	The price reported in Column 4 is weighted average price. These shares were sold in multiple transactions at prices ranging from $60.18 to $60.38.
(6)	The shares are held of record by the ADRR Trust for which Neha Kumar serves as trustee.
(7)	The shares are held of record by the Sinha Revocable Trust dated September 24, 2011 for which the reporting person serves as trustee.
(8)	The shares subject to the option are fully vested and immediately exercisable.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Sinha Amit C/O ZSCALER, INC. 110 ROSE ORCHARD WAY SAN JOSE, CA 95134	X		President of R&D and CTO

Signatures
/s/ Torrie Nute, by power of attorney		1/27/2020
**Signature of Reporting Person		Date