SEC Form 3 · accession 0000899243-18-009964
ZUORA INC · ZUO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Brent R. Cromley Jr.
Officer — See Remarks
Period of report
Apr 11, 2018
Accepted (ET)
Apr 11, 2018 · 5:03 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001423774
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| No securities beneficially held | holding | — | — | — | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common Stock(2)F2 | $0.00 | holding | — | — | — | — | — | Class A Common Stock | 304,179 | — | D |
| Stock Option (Right to buy Class B Common Stock)F1,F2 | $3.44 | holding | — | — | — | — | Oct 13, 2025 | Class B Common Stock | 140,616 | — | D |
| Stock Option (Right to buy Class B Common Stock)F3,F2 | $3.28 | holding | — | — | — | — | Feb 3, 2027 | Class B Common Stock | 123,953 | — | D |
| Stock Option (Right to buy Class B Common Stock)F4,F2 | $6.00 | holding | — | — | — | — | Dec 26, 2027 | Class B Common Stock | 281,250 | — | D |
Explanation of responses
- F1The option vests as to 1/4th of the shares on the first anniversary of the September 14, 2015 vesting commencement date, and then 1/48 of the total shares vest monthly thereafter, with 100% of the total shares vested on September 14, 2019, 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.
- F2Each 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 which occurs after the closing of the issuer's initial public offering ("IPO"), 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 IPO 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, and has no expiration date.
- F3The 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.
- F4The option vests as to 1/48th of the shares monthly following the December 27, 2017 vesting commencement date, with 100% of the total shares vested on December 27, 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.
Remarks
Senior Vice President, Technology Exhibit List - Exhibit 24 - Power of Attorney