Emergence Equity Partners III Form 4/A Change in insider ownership (amended)

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

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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).

1. Name and Address of Reporting Person^*

Emergence Capital Partners III, L.P.

(Last)

(First)

(Middle)

160 BOVET ROAD, SUITE 300

(Street)

SAN MATEO

94402

(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	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/05/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)
03/09/2020

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	03/05/2020		C⁽¹⁾⁽²⁾		3,565,600	A	$0.00⁽¹⁾⁽²⁾	3,565,600	I	By Emergence Capital Partners III, L.P.⁽³⁾
Class A Common Stock	03/05/2020		J⁽¹⁾⁽²⁾		3,565,600	D	$0.00⁽¹⁾⁽²⁾	0	I	By Emergence Capital Partners III, L.P.⁽³⁾
Class A Common Stock	03/05/2020		C⁽⁴⁾		434,400	A	$0.00⁽⁴⁾	434,400	I	By EZP Opportunity, L.P.⁽⁵⁾
Class A Common Stock	03/05/2020		J⁽⁴⁾		434,400	D	$0.00⁽⁴⁾	0	I	By EZP Opportunity, L.P.⁽⁵⁾
Class A Common Stock								73,168	I	By Emergence Equity Partners III, L.P.⁽¹⁾⁽²⁾⁽⁴⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽¹⁾⁽²⁾	03/05/2020		C⁽¹⁾⁽²⁾			3,565,600	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	3,565,600	$0.00	19,601,268	I	By Emergence Capital Partners III, L.P.⁽³⁾
Class B Common Stock	⁽⁴⁾	03/05/2020		C⁽⁴⁾			434,400	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	434,400	$0.00	2,387,557	I	By EZP Opportunity, L.P.⁽⁵⁾

1. Name and Address of Reporting Person^*

Emergence Capital Partners III, L.P.

(Last)

(First)

(Middle)

160 BOVET ROAD, SUITE 300

(Street)

SAN MATEO

94402

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Emergence Equity Partners III, L.P.

(Last)

(First)

(Middle)

160 BOVET ROAD, SUITE 300

(Street)

SAN MATEO

94402

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

EZP Opportunity, L.P.

(Last)

(First)

(Middle)

160 BOVET ROAD, SUITE 300

(Street)

SAN MATEO

94402

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

EMERGENCE GP PARTNERS, LLC

(Last)

(First)

(Middle)

160 BOVET ROAD, SUITE 300

(Street)

SAN MATEO

94402

(City)

(State)

(Zip)

Explanation of Responses:

1. On March 5, 2020, Emergence Capital Partners III, L.P. ("Emergence") converted in the aggregate 3,565,600 shares of the Issuer's Class B Common Stock into 3,565,600 shares of the Issuer's Class A Common Stock. Subsequently on the same date, Emergence distributed in-kind, without consideration, all 3,565,600 shares of Class A Common Stock pro-rata to its partners, including its limited partners and its general partner, Emergence Equity Partners III, L.P. ("EEP III"), in accordance with the exemption under Rule 16a-9(a) and Rule 16a-13 of the Securities Exchange Act of 1934, as amended. The distribution of 891,400 of these shares is being made pursuant to a 10b5-1 plan adopted by Emergence on September 27, 2019.

2. (Continued from Footnote 2) Upon receipt by EEP III of its pro rata interest of the distribution (777,391 shares of Class A Common Stock), EEP III distributed in-kind, without consideration, 712,085 of such shares pro-rata to its limited partners in accordance with the exemption under Rule 16a-9(a) and Rule 16a-13 of the Securities Exchange Act of 1934, as amended.

3. Shares held directly by Emergence. The sole general partner of Emergence is EEP III, and the sole general partner of EEP III is Emergence GP Partners, LLC ("EGP"). Each of the Reporting Persons on this filing (other than Emergence) disclaims Section 16 beneficial ownership of the shares held by Emergence, except to the extent, if any, of its pecuniary interest therein, and this report shall not be deemed an admission that it is the beneficial owner of such shares for Section 16 or any other purpose.

4. On March 5, 2020, EZP Opportunity, L.P. ("EZP") converted in the aggregate 434,400 shares of the Issuer's Class B Common Stock into 434,400 shares of the Issuer's Class A Common Stock. Subsequently on the same date, EZP distributed in-kind, without consideration, all 434,400 shares of Class A Common Stock pro-rata to its partners, including its limited partners and its general partner, EEP III, in accordance with the exemption under Rule 16a-9(a) and Rule 16a-13 of the Securities Exchange Act of 1934, as amended. The distribution of 108,600 of these shares is being made pursuant to a 10b5-1 plan adopted by EZP on September 27, 2019. Upon receipt by EEP III of its pro rata interest of the distribution (86,880 shares of Class A Common Stock), EEP III distributed in-kind, without consideration, 79,018 of such shares pro-rata to its limited partners in accordance with the exemption under Rule 16a-9(a) and Rule 16a-13 of the Securities Exchange Act of 1934, as amended.

5. Shares held directly by EZP. The sole general partner of EZP is EEP III, and the sole general partner of EEP III is EGP. Each of the Reporting Persons on this filing (other than EZP) disclaims Section 16 beneficial ownership of the shares held by EZP, except to the extent, if any, of its pecuniary interest therein, and this report shall not be deemed an admission that it is the beneficial owner of such shares for Section 16 or any other purpose.

6. Each share of Class B Common Stock is convertible at the option of the Reporting Person into one (1) share of Class A Common Stock, and has no expiration date. Each share of Class B Common Stock will convert automatically into one (1) share of Class A Common Stock upon certain events specified in the Issuer's certificate of incorporation.

Remarks:

	Emergence Capital Partners III, L.P., By: Emergence Equity Partners III, L.P., its sole general partner, By: Emergence GP Partners, LLC, its sole general partner, /s/ Jason Green, Manager	03/12/2020
	Emergence Equity Partners III, L.P., By: Emergence GP Partners, LLC, its sole general partner, /s/ Jason Green, Manager	03/12/2020
	EZP Opportunity, L.P., By: Emergence Equity Partners III, L.P., its sole general partner, By: Emergence GP Partners, LLC, its sole general partner, /s/ Jason Green, Manager	03/12/2020
	Emergence GP Partners, LLC, /s/ Jason Green, Manager	03/12/2020
	** Signature of Reporting Person	Date
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Emergence Equity Partners III Form 4/AChange in insider ownership (amended)