Filing Details
- Accession Number:
- 0001423774-19-000029
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2019-04-30 19:45:21
- Reporting Period:
- 2019-04-29
- Accepted Time:
- 2019-04-30 19:45:21
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 1423774 | Zuora Inc | ZUO | Services-Prepackaged Software (7372) | 205530976 |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1502328 | Marc Diouane | C/O Zuora, Inc. 3050 South Delaware Street, Suite 301 San Mateo CA 94403 | President | No | Yes | No | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Class A Common Stock | Acquisiton | 2019-04-29 | 240,000 | $0.00 | 241,785 | No | 4 | C | Direct | |
| Class A Common Stock | Disposition | 2019-04-29 | 240,000 | $22.19 | 1,785 | No | 4 | S | Direct |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | C | Direct | |
| No | 4 | S | Direct |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Class B Common Stock | Stock Option (Right to buy Class B Common Stock) | Disposition | 2019-04-29 | 46,463 | $0.00 | 46,463 | $3.28 |
| Class B Common Stock | Stock Option (Right to buy Class B Common Stock) | Disposition | 2019-04-29 | 26,872 | $0.00 | 26,872 | $7.94 |
| Class B Common Stock | Stock Option (Right to buy Class B Common Stock) | Disposition | 2019-04-29 | 166,665 | $0.00 | 166,665 | $5.16 |
| Class A Common Stock | Class B Common Stock | Acquisiton | 2019-04-29 | 240,000 | $0.00 | 240,000 | $0.00 |
| Class A Common Stock | Class B Common Stock | Disposition | 2019-04-29 | 240,000 | $0.00 | 240,000 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 119,784 | 2027-02-04 | No | 4 | M | Direct | |
| 98,128 | 2028-03-08 | No | 4 | M | Direct | |
| 433,335 | 2027-08-10 | No | 4 | M | Direct | |
| 717,899 | No | 4 | M | Direct | ||
| 477,899 | No | 4 | C | Direct |
Footnotes
- Represents the number of shares that were acquired by the Reporting Person upon conversion of the shares of Class B Common Stock into Class A Common Stock in connection with the exercise of the stock options listed in Table II.
- This transaction was effected pursuant to a 10b5-1 trading plan adopted by the Reporting Person.
- Represents the weighted average sale price. The lowest price at which shares were sold was $22.00 and the highest price at which shares were sold was $22.34. The Reporting Person undertakes to provide upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer or its stockholders, full information regarding the total number of shares sold at each separate price within the ranges set forth in this footnote.
- The option vests as to 1/48th of the shares monthly following the February 1, 2017 vesting commencement date, with 100% of the total shares vested on February 1, 2021, subject to the Reporting Person's provision of service to the issuer on each vesting date. The option contains an early-exercise provision and is exercisable as to unvested shares, subject to the Issuer's right of repurchase.
- The option vests as to 1/48th of the shares monthly following the March 8, 2018 vesting commencement date, with 100% of the total shares vested on March 8, 2022, subject to the Reporting Person's provision of service to the issuer on each vesting date. The option contains an early-exercise provision and is exercisable as to unvested shares, subject to the Issuer's right of repurchase.
- The option vests with respect to 200,000 shares at a rate of 1/12 on each monthly anniversary following our IPO. The remaining 400,000 shares vested in full on January 31, 2019, upon achievement of an applicable gross annual recurring revenue performance milestone. The option contains an early-exercise provision and is exercisable as to unvested shares, subject to the Issuer's right of repurchase.
- Each share of the Issuer's Class B Common Stock will convert into 1 share of the Issuer's Class A Common Stock (a) at the option of the holder and (b) automatically upon (i) any transfer, except for certain permitted transfers, and (ii) the date that is the earliest of (x) the date specified by a vote of the holders of not less than 66 2/3% of the outstanding shares of Class B Common Stock, (y) ten years from the effective date of the Issuer's initial public offering and (z) the date that the total number of shares of outstanding Class B Common Stock ceases to represent at least 5% of all outstanding shares of the Issuer's common stock. The shares of Class A and Class B Common Stock have no expiration date.
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