Zoom (ZM) Form 4: Emergence distribution and director sales under 10b5-1 plan
Rhea-AI Filing Summary
Zoom Communications insider filing: Director Santiago Subotovsky reported transactions in Zoom Communications, Inc. (ZM). On 08/25/2025 Emergence Capital Partners III, L.P. converted 807,265 shares of the issuer's Class B common stock into 807,265 shares of Class A common stock and distributed those shares pro-rata to its partners. The Form 4 shows the Reporting Person as having an indirect interest in those shares through Emergence and related entities. On 08/26/2025 the Reporting Person effected three sales totaling 2,475 shares of Class A common stock under a Rule 10b5-1 trading plan at weighted average prices in the approximately $78.74–$81.14 range, resulting in reported direct share balances of 158,608; 157,794; and 157,594 following each sale line-item. The filing disclaims Section 16 beneficial ownership of shares held by Emergence except for any pecuniary interest.
Positive
- Sales executed under a Rule 10b5-1 trading plan, indicating pre-established compliance with insider trading rules
- Conversion and in-kind distribution disclosed by Emergence, providing transparency about the transfer of Class B to Class A shares
Negative
- Reporting Person sold 2,475 shares of Class A common stock on 08/26/2025 at weighted average prices in the ~$78.74–$81.14 range
Insights
TL;DR: Director received indirect distribution via Emergence and sold a small number of Class A shares under a 10b5-1 plan at ~$79–$81 per share.
The filing documents a corporate conversion and in-kind distribution by Emergence of 807,265 Class B shares into Class A shares, then pro-rata distribution to partners, creating indirect holdings reported for the Reporting Person. The sales on 08/26/2025 total 2,475 Class A shares executed under a pre-established Rule 10b5-1 plan, with weighted average sale prices reported in the $78.735–$81.14 ranges. These transactions are routine Section 16 reporting of ownership shifts within an investment vehicle and execution of an established trading plan; the filing includes customary disclaimers of beneficial ownership beyond pecuniary interest.
TL;DR: Transaction shows conversion and pro-rata distribution by an investment vehicle and compliant insider selling under a 10b5-1 plan.
The report highlights governance mechanics: conversion rights of Class B into Class A held by Emergence and automatic conversion provisions for Class B. The Reporting Person is identified as a member of the general partner structure and disclaims direct Section 16 beneficial ownership of Emergence-held shares except for pecuniary interest. Sales were executed pursuant to a December 19, 2024 Rule 10b5-1 trading plan, indicating an affirmative defense framework for the insider trades. The filing is procedural and consistent with typical governance and compliance practices for holdings routed through a fund structure.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Class A Common Stock | 1,461 | $79.2099 | $116K |
| Sale | Class A Common Stock | 814 | $80.1408 | $65K |
| Sale | Class A Common Stock | 200 | $80.91 | $16K |
| Conversion | Class B Common Stock | 807,265 | $0.00 | -- |
| Conversion | Class A Common Stock | 807,265 | $0.00 | -- |
Footnotes (1)
- On August 25, 2026, Emergence Capital Partners III, L.P. (Emergence) converted in the aggregate 807,265 shares of the Issuer's Class B Common Stock into 807,265 shares of the Issuer's Class A Common Stock. Subsequently, on the same date, Emergence distributed in-kind, without consideration, all 807,265 shares of the Issuer's Class A Common Stock pro-rata to its partners in accordance with the exemptions under Rule 16a-9(a) (Rule 16a-9(a)) and Rule 16a-13 (Rule 16a-13) of the Securities Exchange Act of 1934, as amended. Represents the pro-rata distribution in kind, without consideration, of all 807,265 shares of the Issuer's Class A Common Stock by Emergence to its partners in accordance with the exemptions of Rule 16a-9(a) and Rule 16a-13. Shares held directly by Emergence. The sole general partner of Emergence is Emergence Equity Partners III, L.P. ("EEP III"), and the sole general partner of EEP III is Emergence GP Partners, LLC ("EGP"). The Reporting Person is a member of EEP III. The Reporting Person disclaims Section 16 beneficial ownership of the shares held by Emergence, except to the extent, if any, of his pecuniary interest therein, and this report shall not be deemed an admission that he is the beneficial owner of such shares for Section 16 or any other purpose. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 19, 2024 The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $78.735 to $79.73. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff at the Securities and Exchange Commission, upon request, the full information regarding the number of shares sold at each separate price within the ranges set forth above. Balance reflects the Reporting Person's receipt of 7,195 shares of the Issuer's Class A Common Stock by Emergence to its partners in accordance with the exemptions of Rule 16a-9(a) and Rule 16a-13 and the transfer of 4,361 shares of the Issuer's Class A Common Stock to EEP III for no consideration on July 8, 2025, which shares were previously held for the benefit of EEP III. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $79.735 to $80.705. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff at the Securities and Exchange Commission, upon request, the full information regarding the number of shares sold at each separate price within the ranges set forth above. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $80.745 to $81.14. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff at the Securities and Exchange Commission, upon request, the full information regarding the number of shares sold at each separate price within the ranges set forth above. Each share of Class B Common Stock is convertible at the option of Emergence into one share of Class A Common Stock and has no expiration date. Each share of Class B Common Stock held by Emergence will automatically convert into one share of Class A Common Stock upon any transfer by Emergence 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 Eric S. 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.
