SEC Form 3 · accession 0000899243-18-009969
ZUORA INC · ZUO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Magdalena Yesil
Director
Period of report
Apr 11, 2018
Accepted (ET)
Apr 11, 2018 · 5:06 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series C Preferred StockF1,F2 | $0.00 | holding | — | — | — | — | — | Class B Common Stock | 32,204 | — | D |
| Stock Option (Right to buy Class B Common Stock)F3,F2 | $5.16 | holding | — | — | — | — | May 22, 2027 | Class B Common Stock | 125,000 | — | D |
Explanation of responses
- F1Each share of Series C Preferred Stock will automatically convert into 1 share of the issuer's Class B Common Stock immediately upon the closing of the issuer's initial public offering ("IPO") and has no expiration date.
- 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 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 1/16th of the shares quarterly following the May 23, 2017 vesting commencement date, with 100% of the total shares vested on May 23, 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
Exhibit List - Exhibit 24 - Power of Attorney