Filing Details
- Accession Number:
- 0001144204-19-006159
- Form Type:
- 13G Filing
- Publication Date:
- 2019-02-11 13:26:19
- Filed By:
- Benchmark Capital Partners V L P
- Company:
- Zuora Inc (NYSE:ZUO)
- Filing Date:
- 2019-02-11
- SEC Url:
- 13G Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Benchmark Capital Partners V | 5,882,624 | 7,693,293 | 5,882,624 | 7,693,293 | 5,882,624 | 7.4% |
| Benchmark Founders Fund V | 720,849 | 7,693,293 | 720,849 | 7,693,293 | 720,849 | 1.0% |
| Benchmark Founders Fund V-A | 138,016 | 7,693,293 | 138,016 | 7,693,293 | 138,016 | 0.2% |
| Benchmark Founders Fund V-B | 108,601 | 7,693,293 | 108,601 | 7,693,293 | 108,601 | 0.1% |
| Benchmark Capital Management Co. V | 7,693,293 | 7,693,293 | 7,693,293 | 7,693,293 | 7,693,293 | 9.5% |
| Alexandre Balkanski | 0 | 7,693,293 | 0 | 7,693,293 | 7,693,293 | 9.5% |
| Bruce W. Dunlevie | 0 | 7,693,293 | 0 | 7,693,293 | 7,693,293 | 9.5% |
| Peter Fenton | 97,793 | 7,693,293 | 97,793 | 7,693,293 | 7,791,086 | 9.6% |
| J. William Gurley | 1,195 | 1,195 | 7,694,488 | 9.5% | ||
| Kevin R. Harvey | 157,524 | 157,524 | 7,850,817 | 9.7% | ||
| Robert C. Kagle | 0 | 0 | 7,693,293 | 9.5% | ||
| Mitchell H. Lasky | 0 | 0 | 7,693,293 | 9.5% | ||
| Steven M. Spurlock | 0 | 0 | 7,693,293 | 9.5% |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. _____)*
Zuora, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
98983V106
(CUSIP Number)
December 31, 2018
(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)
x Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person’s 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).
(Continued on following pages)
Page 1 of 21 Pages
Exhibit Index Contained on Page 18
| CUSIP NO. 98983V106 | 13 G | Page 2 of 21 |
| 1 | NAME OF REPORTING PERSON Benchmark Capital Partners V, L.P. (“BCP V”) | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ¨ (b) x |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 5,882,624 shares*, except that Benchmark Capital Management Co. V, L.L.C. (“BCMC V”), the general partner of BCP V, may be deemed to have sole power to vote these shares, and Alexandre Balkanski (“Balkanski”), Bruce W. Dunlevie (“Dunlevie”), Peter Fenton (“Fenton”), J. William Gurley (“Gurley”), Kevin R. Harvey (“Harvey”), Robert C. Kagle (“Kagle”), Mitchell H. Lasky (“Lasky”) and Steven M. Spurlock (“Spurlock”), the members of BCMC V, may be deemed to have shared power to vote these shares. |
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER 5,882,624 shares*, except that BCMC V, the general partner of BCP V, may be deemed to have sole power to dispose of these shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle, Lasky and Spurlock, the members of BCMC V, may be deemed to have shared power to dispose of these shares. | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
5,882,624 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
7.4% |
| 12 | TYPE OF REPORTING PERSON |
PN |
* Represents 5,882,624 shares of Class B Common Stock held directly by BCP V. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 5,882,624 shares of Class B Common Stock held by BCP V). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 5.4%.
| CUSIP NO. 98983V106 | 13 G | Page 3 of 21 |
| 1 | NAME OF REPORTING PERSON Benchmark Founders’ Fund V, L.P. (“BFF V”) | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ¨ (b) x |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 720,849 shares*, except that BCMC V, the general partner of BFF V, may be deemed to have sole power to vote these shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle, Lasky and Spurlock, the members of BCMC V, may be deemed to have shared power to vote these shares. |
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER 720,849 shares*, except that BCMC V, the general partner of BFF V, may be deemed to have sole power to dispose of these shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle, Lasky and Spurlock, the members of BCMC V, may be deemed to have shared power to dispose of these shares. | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
720,849 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
1.0% |
| 12 | TYPE OF REPORTING PERSON
|
PN |
* Represents 720,849 shares of Class B Common Stock held directly by BFF V. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 720,849 shares of Class B Common Stock held by BFF V). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 0.7%.
| CUSIP NO. 98983V106 | 13 G | Page 4 of 21 |
| 1 | NAME OF REPORTING PERSON Benchmark Founders’ Fund V-A, L.P. (“BFF V-A”) | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ¨ (b) x |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 138,016 shares*, except that BCMC V, the general partner of BFF V-A, may be deemed to have sole power to vote these shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle, Lasky and Spurlock, the members of BCMC V, may be deemed to have shared power to vote these shares. |
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER 138,016 shares*, except that BCMC V, the general partner of BFF V-A, may be deemed to have sole power to dispose of these shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle, Lasky and Spurlock, the members of BCMC V, may be deemed to have shared power to dispose of these shares. | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
138,016 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
0.2% |
| 12 | TYPE OF REPORTING PERSON |
PN |
*Represents 138,016 shares of Class B Common Stock held directly by BFF V-A. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 138,016 shares of Class B Common Stock held by BFF V-A). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 0.1%.
| CUSIP NO. 98983V106 | 13 G | Page 5 of 21 |
| 1 | NAME OF REPORTING PERSON Benchmark Founders’ Fund V-B, L.P. (“BFF V-B”) | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ¨ (b) x |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 108,601 shares*, except that BCMC V, the general partner of BFF V-B, may be deemed to have sole power to vote these shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle, Lasky and Spurlock, the members of BCMC V, may be deemed to have shared power to vote these shares. |
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER 108,601 shares*, except that BCMC V, the general partner of BFF V-B, may be deemed to have sole power to dispose of these shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle, Lasky and Spurlock, the members of BCMC V, may be deemed to have shared power to dispose of these shares. | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
108,601 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
0.1% |
| 12 | TYPE OF REPORTING PERSON
|
PN |
*Represents 108,601 shares of Class B Common Stock held directly by BFF V-B. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 108,601 shares of Class B Common Stock held by BFF V-B). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 0.1%.
| CUSIP NO. 98983V106 | 13 G | Page 6 of 21 |
| 1 | NAME OF REPORTING PERSON Benchmark Capital Management Co. V, L.L.C. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ¨ (b) x |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 7,693,293 shares*, of which 5,882,624 are directly owned by BCP V, 720,849 are directly owned by BFF V, 138,016 are directly owned by BFF V-A, 108,601 are directly owned by BFF V-B and 843,203 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V, the general partner of BCP V, BFF V, BFF V-A and BFF V-B, may be deemed to have sole power to vote these shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle, Lasky and Spurlock, the members of BCMC V, may be deemed to have shared power to vote these shares. |
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER 7,693,293 shares*, of which 5,882,624 are directly owned by BCP V, 720,849 are directly owned by BFF V, 138,016 are directly owned by BFF V-A, 108,601 are directly owned by BFF V-B and 843,203 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V, the general partner of BCP V, BFF V, BFF V-A and BFF V-B, may be deemed to have sole power to dispose of these shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle, Lasky and Spurlock, the members of BCMC V, may be deemed to have shared power to dispose of these shares. | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
7,693,293 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
9.5% |
| 12 | TYPE OF REPORTING PERSON
|
OO |
* Represents an aggregate of 7,693,293 shares of Class B Common Stock held directly by BCP V, BFF V, BFF V-A and BFF V-B, respectively. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 7,693,293 shares of Class B Common Stock held by BCP V, BFF V, BFF V-A and BFF V-B, respectively). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 7.1%
| CUSIP NO. 98983V106 | 13 G | Page 7 of 21 |
| 1 | NAME OF REPORTING PERSON Alexandre Balkanski | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ¨ (b) x |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 shares |
| 6 | SHARED VOTING POWER 7,693,293 shares*, of which 5,882,624 are directly owned by BCP V, 720,849 are directly owned by BFF V, 138,016 are directly owned by BFF V-A, 108,601 are directly owned by BFF V-B and 843,203 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Balkanski, a member of BCMC V, may be deemed to have shared power to vote these shares. | |
| 7 | SOLE DISPOSITIVE POWER 0 shares | |
| 8 | SHARED DISPOSITIVE POWER 7,693,293 shares*, of which 5,882,624 are directly owned by BCP V, 720,849 are directly owned by BFF V, 138,016 are directly owned by BFF V-A, 108,601 are directly owned by BFF V-B and 843,203 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Balkanski, a member of BCMC V, may be deemed to have shared power to have shared power to dispose of these shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
7,693,293 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
9.5% |
| 12 | TYPE OF REPORTING PERSON
|
IN |
* Represents an aggregate of 7,693,293 shares of Class B Common Stock held directly by BCP V, BFF V, BFF V-A and BFF V-B, respectively. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 7,693,293 shares of Class B Common Stock held by BCP V, BFF V, BFF V-A and BFF V-B, respectively). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 7.1%
| CUSIP NO. 98983V106 | 13 G | Page 8 of 21 |
| 1 | NAME OF REPORTING PERSON Bruce W. Dunlevie | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ¨ (b) x |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 shares. |
| 6 | SHARED VOTING POWER 7,693,293 shares*, of which 5,882,624 are directly owned by BCP V, 720,849 are directly owned by BFF V, 138,016 are directly owned by BFF V-A, 108,601 are directly owned by BFF V-B and 843,203 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Dunlevie, a member of BCMC V, may be deemed to have shared power to vote these shares. | |
| 7 | SOLE DISPOSITIVE POWER 0 shares. | |
| 8 | SHARED DISPOSITIVE POWER 7,693,293 shares*, of which 5,882,624 are directly owned by BCP V, 720,849 are directly owned by BFF V, 138,016 are directly owned by BFF V-A, 108,601 are directly owned by BFF V-B and 843,203 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Dunlevie, a member of BCMC V, may be deemed to have shared power to dispose of these shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
7,693,293 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
9.5% |
| 12 | TYPE OF REPORTING PERSON |
IN |
* Represents an aggregate of 7,693,293 shares of Class B Common Stock held directly by BCP V, BFF V, BFF V-A and BFF V-B, respectively. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 7,693,293 shares of Class B Common Stock held by BCP V, BFF V, BFF V-A and BFF V-B, respectively). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 7.1%
| CUSIP NO. 98983V106 | 13 G | Page 9 of 21 |
| 1 | NAME OF REPORTING PERSON Peter Fenton | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ¨ (b) x |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 97,793 shares |
| 6 | SHARED VOTING POWER 7,693,293 shares*, of which 5,882,624 are directly owned by BCP V, 720,849 are directly owned by BFF V, 138,016 are directly owned by BFF V-A, 108,601 are directly owned by BFF V-B and 843,203 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Fenton, a member of BCMC V, may be deemed to have shared power to vote these shares. | |
| 7 | SOLE DISPOSITIVE POWER 97,793 shares | |
| 8 | SHARED DISPOSITIVE POWER 7,693,293 shares*, of which 5,882,624 are directly owned by BCP V, 720,849 are directly owned by BFF V, 138,016 are directly owned by BFF V-A, 108,601 are directly owned by BFF V-B and 843,203 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Fenton, a member of BCMC V, may be deemed to have shared power to dispose of these shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
7,791,086 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
9.6% |
| 12 | TYPE OF REPORTING PERSON |
IN |
* Represents an aggregate of 7,693,293 shares of Class B Common Stock held directly by BCP V, BFF V, BFF V-A and BFF V-B, respectively. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 7,693,293 shares of Class B Common Stock held by BCP V, BFF V, BFF V-A and BFF V-B, respectively). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 7.2%
| CUSIP NO. 98983V106 | 13 G | Page 10 of 21 |
| 1 | NAME OF REPORTING PERSON J. William Gurley | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ¨ (b) x |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 1,195 shares |
| 6 | SHARED VOTING POWER 7,693,293 shares*, of which 5,882,624 are directly owned by BCP V, 720,849 are directly owned by BFF V, 138,016 are directly owned by BFF V-A, 108,601 are directly owned by BFF V-B and 843,203 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Gurley, a member of BCMC V, may be deemed to have shared power to vote these shares. | |
| 7 | SOLE DISPOSITIVE POWER 1,195 shares | |
| 8 | SHARED DISPOSITIVE POWER 7,693,293 shares*, of which 5,882,624 are directly owned by BCP V, 720,849 are directly owned by BFF V, 138,016 are directly owned by BFF V-A, 108,601 are directly owned by BFF V-B and 843,203 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Gurley, a member of BCMC V, may be deemed to have shared power to dispose of these shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
7,694,488 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
9.5% |
| 12 | TYPE OF REPORTING PERSON |
IN |
*Represents an aggregate of 7,693,293 shares of Class B Common Stock held directly by BCP V, BFF V, BFF V-A and BFF V-B, respectively. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 7,693,293 shares of Class B Common Stock held by BCP V, BFF V, BFF V-A and BFF V-B, respectively). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 7.1%
| CUSIP NO. 98983V106 | 13 G | Page 11 of 21 |
| 1 | NAME OF REPORTING PERSON Kevin R. Harvey | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ¨ (b) x |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 157,524 shares |
| 6 | SHARED VOTING POWER 7,693,293 shares*, of which 5,882,624 are directly owned by BCP V, 720,849 are directly owned by BFF V, 138,016 are directly owned by BFF V-A, 108,601 are directly owned by BFF V-B and 843,203 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Harvey, a member of BCMC V, may be deemed to have shared power to vote these shares. | |
| 7 | SOLE DISPOSITIVE POWER 157,524 shares | |
| 8 | SHARED DISPOSITIVE POWER 7,693,293 shares*, of which 5,882,624 are directly owned by BCP V, 720,849 are directly owned by BFF V, 138,016 are directly owned by BFF V-A, 108,601 are directly owned by BFF V-B and 843,203 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Harvey, a member of BCMC V, may be deemed to have shared power to dispose of these shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
7,850,817 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
9.7% |
| 12 | TYPE OF REPORTING PERSON |
IN |
* Represents an aggregate of 7,693,293 shares of Class B Common Stock held directly by BCP V, BFF V, BFF V-A and BFF V-B, respectively. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 7,693,293 shares of Class B Common Stock held by BCP V, BFF V, BFF V-A and BFF V-B, respectively). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 7.2%
| CUSIP NO. 98983V106 | 13 G | Page 12 of 21 |
| 1 | NAME OF REPORTING PERSON Robert C. Kagle | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ¨ (b) x |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 shares |
| 6 | SHARED VOTING POWER 7,693,293 shares*, of which 5,882,624 are directly owned by BCP V, 720,849 are directly owned by BFF V, 138,016 are directly owned by BFF V-A, 108,601 are directly owned by BFF V-B and 843,203 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Kagle, a member of BCMC V, may be deemed to have shared power to vote these shares. | |
| 7 | SOLE DISPOSITIVE POWER 0 shares | |
| 8 | SHARED DISPOSITIVE POWER 7,693,293 shares*, of which 5,882,624 are directly owned by BCP V, 720,849 are directly owned by BFF V, 138,016 are directly owned by BFF V-A, 108,601 are directly owned by BFF V-B and 843,203 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Kagle, a member of BCMC V, may be deemed to have shared power to dispose of these shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
7,693,293 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
9.5% |
| 12 | TYPE OF REPORTING PERSON
|
IN |
* Represents an aggregate of 7,693,293 shares of Class B Common Stock held directly by BCP V, BFF V, BFF V-A and BFF V-B, respectively. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 7,693,293 shares of Class B Common Stock held by BCP V, BFF V, BFF V-A and BFF V-B, respectively). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 7.1%
| CUSIP NO. 98983V106 | 13 G | Page 13 of 21 |
| 1 | NAME OF REPORTING PERSON Mitchell H. Lasky | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ¨ (b) x |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 shares |
| 6 | SHARED VOTING POWER 7,693,293 shares*, of which 5,882,624 are directly owned by BCP V, 720,849 are directly owned by BFF V, 138,016 are directly owned by BFF V-A, 108,601 are directly owned by BFF V-B and 843,203 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Lasky, a member of BCMC V, may be deemed to have shared power to vote these shares. | |
| 7 | SOLE DISPOSITIVE POWER 0 shares | |
| 8 | SHARED DISPOSITIVE POWER 7,693,293 shares*, of which 5,882,624 are directly owned by BCP V, 720,849 are directly owned by BFF V, 138,016 are directly owned by BFF V-A, 108,601 are directly owned by BFF V-B and 843,203 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Lasky, a member of BCMC V, may be deemed to have shared power to dispose of these shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
7,693,293 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
9.5% |
| 12 | TYPE OF REPORTING PERSON |
IN |
* Represents an aggregate of 7,693,293 shares of Class B Common Stock held directly by BCP V, BFF V, BFF V-A and BFF V-B, respectively. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 7,693,293 shares of Class B Common Stock held by BCP V, BFF V, BFF V-A and BFF V-B, respectively). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 7.1%
| CUSIP NO. 98983V106 | 13 G | Page 14 of 21 |
| 1 | NAME OF REPORTING PERSON Steven M. Spurlock | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ¨ (b) x |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 shares |
| 6 | SHARED VOTING POWER 7,693,293 shares*, of which 5,882,624 are directly owned by BCP V, 720,849 are directly owned by BFF V, 138,016 are directly owned by BFF V-A, 108,601 are directly owned by BFF V-B and 843,203 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Spurlock, a member of BCMC V, may be deemed to have shared power to vote these shares. | |
| 7 | SOLE DISPOSITIVE POWER 0 shares | |
| 8 | SHARED DISPOSITIVE POWER 7,693,293 shares*, of which 5,882,624 are directly owned by BCP V, 720,849 are directly owned by BFF V, 138,016 are directly owned by BFF V-A, 108,601 are directly owned by BFF V-B and 843,203 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Spurlock, a member of BCMC V, may be deemed to have shared power to dispose of these shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
7,693,293 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
9.5% |
| 12 | TYPE OF REPORTING PERSON |
IN |
*Represents an aggregate of 7,693,293 shares of Class B Common Stock held directly by BCP V, BFF V, BFF V-A and BFF V-B, respectively. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 7,693,293 shares of Class B Common Stock held by BCP V, BFF V, BFF V-A and BFF V-B, respectively). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 7.1%
| CUSIP NO. 98983V106 | 13 G | Page 15 of 21 |
| ITEM 1(A). | NAME OF ISSUER |
Zuora, Inc.
| ITEM 1(B). | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES |
3050 South Delaware Street, Suite 301
San Mateo, California 94403
| ITEM 2(A). | NAME OF PERSONS FILING |
This Statement is filed by Benchmark Capital Partners V, L.P., a Delaware limited partnership (“BCP V”), Benchmark Founders’ Fund V, L.P., a Delaware limited partnership (“BFF V”), Benchmark Founders’ Fund V-A, L.P., a Delaware limited partnership (“BFF V-A”), Benchmark Founders’ Fund V-B, L.P., a Delaware limited partnership (“BFF V-B”), Benchmark Capital Management Co. V, L.L.C., a Delaware limited liability company (“BCMC V”), and Alexandre Balkanski (“Balkanski”), Bruce W. Dunlevie (“Dunlevie”), Peter Fenton (“Fenton”), J. William Gurley (“Gurley”), Kevin R. Harvey (“Harvey”), Robert C. Kagle (“Kagle”), Mitchell H. Lasky (“Lasky”) and Steven M. Spurlock (“Spurlock”). The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”
BCMC V, the general partner of BCP V, BFF V, BFF V-A and BFF V-B, may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by BCP V, BFF V, BFF V-A and BFF V-B.
Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle, Lasky and Spurlock are members of BCMC V and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by BCP V, BFF V, BFF V-A and BFF V-B.
| ITEM 2(B). | ADDRESS OF PRINCIPAL BUSINESS OFFICE |
The address for each reporting person is:
Benchmark
2965 Woodside Road
Woodside, California 94062
| ITEM 2(C). | CITIZENSHIP |
BCP V, BFF V, BFF V-A and BFF V-B are Delaware limited partnerships. BCMC V is a Delaware limited liability company. Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle, Lasky and Spurlock are United States Citizens.
| ITEM 2(D) and (E). | TITLE OF CLASS OF SECURITIES AND CUSIP NUMBER |
Class A Common Stock
CUSIP # 98983V106
| ITEM 3. | Not Applicable. |
| ITEM 4. | OWNERSHIP |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| CUSIP NO. 98983V106 | 13 G | Page 16 of 21 |
The following information with respect to the ownership of the Common Stock of the issuer by the persons filing this Statement is provided as of December 31, 2018 (based on 73,181,559 shares of Class A Common Stock and 35,321,041 shares of Class B Common Stock of the issuer outstanding as of November 30, 2018 as reported by the issuer on Form 10-Q for the period ended October 31, 2018 and filed with the Securities and Exchange Commission on December 13, 2018).
| (a) | Amount beneficially owned: |
See Row 9 of cover page for each Reporting Person.
| (b) | Percent of Class: |
See Row 11 of cover page for each Reporting Person.
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: |
See Row 5 of cover page for each Reporting Person.
| (ii) | Shared power to vote or to direct the vote: |
See Row 6 of cover page for each Reporting Person.
| (iii) | Sole power to dispose or to direct the disposition of: |
See Row 7 of cover page for each Reporting Person.
| (iv) | Shared power to dispose or to direct the disposition of: |
See Row 8 of cover page for each Reporting Person.
| ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS |
Not applicable.
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON |
Under certain circumstances set forth in the limited partnership agreements of BCP V, BFF V, BFF V-A and BFF V-B, and the limited liability company agreement of BCMC V, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a partner or member, as the case may be.
| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY |
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. | CERTIFICATION |
Not applicable.
| CUSIP NO. 98983V106 | 13 G | Page 17 of 21 |
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 8, 2019
| BENCHMARK CAPITAL PARTNERS V, L.P., a Delaware Limited Partnership | ||
| BENCHMARK FOUNDERS’ FUND V, L.P., a Delaware Limited Partnership | ||
| BENCHMARK FOUNDERS’ FUND V-A, L.P., a Delaware Limited Partnership | ||
| BENCHMARK FOUNDERS’ FUND V-B, L.P., a Delaware Limited Partnership | ||
| BENCHMARK CAPITAL MANAGEMENT CO. V, L.L.C., a Delaware Limited Liability Company | ||
| By: | /s/ Steven M. Spurlock | |
| Steven M. Spurlock | ||
| Managing Member | ||
| ALEXANDRE BALKANSKI | ||
| BRUCE W. DUNLEVIE | ||
| PETER FENTON | ||
| J. WILLIAM GURLEY | ||
| KEVIN R. HARVEY | ||
| ROBERT C. KAGLE | ||
| MITCHELL H. LASKY | ||
| STEVEN M. SPURLOCK | ||
| By: | /s/ Steven M. Spurlock | |
| Steven M. Spurlock | ||
| Attorney-in-Fact | ||
| CUSIP NO. 98983V106 | 13 G | Page 18 of 22 |
EXHIBIT INDEX
| Found on Sequentially | ||
| Exhibit | Numbered Page | |
| Exhibit A: Agreement of Joint Filing | 19 | |
| Exhibit B: Powers of Attorney | 20 |
| CUSIP NO. 98983V106 | 13 G | Page 19 of 21 |
exhibit A
Agreement of Joint Filing
The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Class A Common Stock of Zuora, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.
Date: February 8, 2019
| BENCHMARK CAPITAL PARTNERS V, L.P., a Delaware Limited Partnership | ||
| BENCHMARK FOUNDERS’ FUND V, L.P., a Delaware Limited Partnership | ||
| BENCHMARK FOUNDERS’ FUND V-A, L.P., a Delaware Limited Partnership | ||
| BENCHMARK FOUNDERS’ FUND V-B, L.P., a Delaware Limited Partnership | ||
| BENCHMARK CAPITAL MANAGEMENT CO. V, L.L.C., a Delaware Limited Liability Company | ||
| By: | /s/ Steven M. Spurlock | |
| Steven M. Spurlock | ||
| Managing Member | ||
| ALEXANDRE BALKANSKI | ||
| BRUCE W. DUNLEVIE | ||
| PETER FENTON | ||
| J. WILLIAM GURLEY | ||
| KEVIN R. HARVEY | ||
| ROBERT C. KAGLE | ||
| MITCHELL H. LASKY | ||
| STEVEN M. SPURLOCK | ||
| By: | /s/ Steven M. Spurlock | |
| Steven M. Spurlock | ||
| Attorney-in-Fact | ||
| CUSIP NO. 98983V106 | 13 G | Page 20 of 21 |
exhibit B
Power of Attorney
AGREEMENT TO FILE JOINTLY AND STATEMENT APPOINTING DESIGNATED FILER AND AUTHORIZED SIGNATORY
Each of the undersigned entities and individuals (collectively, the "Reporting Persons") hereby authorizes and designates Benchmark Capital Management Co. V, L.L.C. or such other person or entity as is designated in writing by Steven M. Spurlock (the "Designated Filer") as the beneficial owner to prepare and file on behalf of such Reporting Person individually, or jointly together with the other Reporting Persons, any and all reports, notices, communications and other documents (including, but not limited to, reports on Schedule 13D, Schedule 13G, Form 3, Form 4 and Form 5) that such Reporting Person may be required to file with the United States Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (together with the implementing regulations thereto, the "Act"), the Securities Exchange Act of 1934, as amended (together with the implementing regulations thereto, the "Exchange Act") or any other state or federal agency (collectively, the "Reports") with respect to the Reporting Person's ownership of, or transactions in, securities of any entity whose securities are beneficially owned (directly or indirectly) by such Reporting Person (collectively, the "Companies")
Each Reporting Person hereby further authorizes and designates Steven M. Spurlock (the "Authorized Signatory") to execute and file on behalf of such Reporting Person the Reports and to perform any and all other acts, which in the opinion of the Designated Filer or Authorized Signatory may be necessary or incidental to the performance of the foregoing powers herein granted.
The authority of the Designated Filer and the Authorized Signatory under this Document with respect to each Reporting Person shall continue until such Reporting Person is no longer required to file any Reports with respect to the Reporting Person's ownership of, or transactions in, the securities of the Companies, unless earlier revoked in writing. Each Reporting Person acknowledges that the Designated Filer and the Authorized Signatory are not assuming any of the Reporting Person's responsibilities to comply with the Act or the Exchange Act.
| March 24, 2011 | BENCHMARK CAPITAL MANAGEMENT CO. V, L.L.C., | ||
| a Delaware Limited Liability Company | |||
| By: | /s/ Steven M. Spurlock | ||
| Steven M. Spurlock, Managing Member | |||
| March 24, 2011 | BENCHMARK CAPITAL PARTNERS V, L.P., | ||
| a Delaware Limited Partnership | |||
| By: | Benchmark Capital Management Co. V, L.L.C., | ||
| a Delaware Limited Liability Company | |||
| Its General Partner | |||
| By: | /s/ Steven M. Spurlock | ||
| Steven M. Spurlock, Managing Member | |||
| March 24, 2011 | BENCHMARK FOUNDERS' FUND IV, L.P., | ||
| a Delaware Limited Partnership | |||
| By: | Benchmark Capital Management Co. V, L.L.C., | ||
| a Delaware Limited Liability Company | |||
| Its General Partner | |||
| By: | /s/ Steven M. Spurlock | ||
| Steven M. Spurlock, Managing Member | |||
| CUSIP NO. 98983V106 | 13 G | Page 21 of 21 |
| March 24, 2011 | BENCHMARK FOUNDERS' FUND V-A, L.P., | ||
| a Delaware Limited Partnership | |||
| By: | Benchmark Capital Management Co. V, L.L.C., | ||
| a Delaware Limited Liability Company | |||
| Its General Partner | |||
| By: | /s/ Steven M. Spurlock | ||
| Steven M. Spurlock, Managing Member | |||
| March 24, 2011 | BENCHMARK FOUNDERS' FUND V-B, L.P., | ||
| a Delaware Limited Partnership | |||
| By: | Benchmark Capital Management Co. IV, L.L.C., | ||
| a Delaware Limited Liability Company | |||
| Its General Partner | |||
| By: | /s/ Steven M. Spurlock | ||
| Steven M. Spurlock, Managing Member | |||
| March 24, 2011 | By: | /s/ Alexandre Balkanski | |
| Alexandre Balkanski | |||
| March 24, 2011 | By: | /s/ Bruce W. Dunlevie | |
| Bruce W. Dunlevie | |||
| March 24, 2011 | By: | /s/ J. William Gurley | |
| J. William Gurley | |||
| March 24, 2011 | By: | /s/ Kevin R. Harvey | |
| Kevin R. Harvey | |||
| March 24, 2011 | By: | /s/ Robert C. Kagle | |
| Robert C. Kagle | |||
| March 24, 2011 | By: | /s/ Steven M. Spurlock | |
| Steven M. Spurlock | |||
| March 24, 2011 | By: | /s/ Peter H. Fenton | |
| Peter H. Fenton | |||
| March 24, 2011 | By: | /s/ Mitchell H. Lasky | |
| Mitchell H. Lasky | |||