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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * Charles River XIII GP, LLC   2. Issuer Name and Ticker or Trading Symbol Zendesk, Inc. [ZEN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O CHARLES RIVER VENTURES, ONE BROADWAY, 15TH FLOOR 3. Date of Earliest Transaction (Month/Day/Year) 12/15/2014 (Street) CAMBRIDGE, MA 02142 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person (City) (State) (Zip) 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 Common Stock 12/15/2014   J(1)   1,040,000 D $ 0 13,205,564 (2) I See footnotes (3) (4) Common Stock 12/15/2014   S(5)   29,191 D $ 22.97 13,176,373 (6) I See footnote (4)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities (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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Charles River XIII GP, LLC C/O CHARLES RIVER VENTURES ONE BROADWAY, 15TH FLOOR CAMBRIDGE, MA 02142		X
Charles River XIII GP, LP C/O CHARLES RIVER VENTURES ONE BROADWAY, 15TH FLOOR CAMBRIDGE, MA 02142		X
Charles River Partnership XIII, LP C/O CHARLES RIVER VENTURES ONE BROADWAY, 15TH FLOOR CAMBRIDGE, MA 02142		X
Charles River Friends XIII-A LP C/O CHARLES RIVER VENTURES ONE BROADWAY, 15TH FLOOR CAMBRIDGE, MA 02142		X

Signatures

/s/ Adam J. Amero as Attorney-in-Fact for Charles River XIII GP, LLC		12/17/2014
**Signature of Reporting Person		Date
/s/ Adam J. Amero as Attorney-in-Fact for Charles River XIII GP, LP		12/17/2014
**Signature of Reporting Person		Date
/s/ Adam J. Amero as Attorney-in-Fact for Charles River Partnership XIII, LP		12/17/2014
**Signature of Reporting Person		Date
/s/ Adam J. Amero as Attorney-in-Fact for Charles River Friends XIII-A, LP		12/17/2014
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Represents a pro rata distribution from Charles River Partnership XIII, LP ("CRP XIII LP") to its partners for no consideration. Of the 1,040,000 shares distributed, 272,513 shares were distributed to Charles River XIII GP, LP, ("CR XIII GP LP"), which is the general partner of CRP XIII LP, and these shares were then further distributed on a pro rata basis for no consideration to the partners of CR XIII GP LP. Of the 272,513 shares distributed by CR XIII GP LP, 18 shares were received by Charles River XIII GP, LLC ("CR XIII GP LLC") which is the general partner of CR XIII GP LP. CR XIII GP LLC then distributed these 18 shares on a pro rata basis for no consideration to its members.
(2)	The number of shares owned after the distribution includes 12,816,636 shares held by CRP XIII LP and 388,928 shares held by Charles River Friends XIII-A, LP ("CRF XIII-A").
(3)	The pro rata distribution from CRP XIII LP to its partners, and from one partner to another partner as general partner or member of the distributing partner, reflects a change in form of beneficial ownership only of the ultimate partner, and does not reflect a change in such ultimate partner's pecuniary interest in the securities reported herein.
(4)	CR XIII GP LP is the general partner of CRP XIII LP. CR XIII GP LLC is the general partner of both CRF XIII-A and CR XIII GP, LP. Each reporting person may be deemed to beneficially own the reported securities, but each disclaims beneficial ownership of such reported securities except to the extent of its pecuniary interest therein. The filing of this statement by any reporting person shall not be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any equity securities covered by this statement.
(5)	Sale by CRF XIII-A LP.
(6)	The number of shares owned after the sale includes 12,816,636 shares held by CRP XIII LP and 359,737 shares held by CRF XIII-A.

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