SEC Form 4 · accession 0000899243-18-010203
ZUORA INC · ZUO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Magdalena Yesil
Director
Period of report
Apr 16, 2018
Accepted (ET)
Apr 16, 2018 · 5:08 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001423774
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to buy Class B Common Stock)F1,F2 | $5.16 | Apr 13, 2018 | M | 23,439 | D | — | May 22, 2027 | Class B Common Stock | 101,561 | 101,561 | D |
| Class B Common StockF2 | — | Apr 13, 2018 | M | 23,439 | A | — | — | Class A Common Stock | 23,439 | 23,439 | D |
| Series C Preferred StockF3,F2 | — | Apr 16, 2018 | C | 32,204 | D | — | — | Class B Common Stock | 32,204 | 0 | D |
| Class B Common StockF2 | — | Apr 16, 2018 | C | 32,204 | A | — | — | Class A Common Stock | 32,204 | 55,643 | D |
Explanation of responses
- F1The 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.
- 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.
- F3Each share of the issuer's Series C Preferred Stock automatically converted into 1 share of the issuer's Class B Common Stock immediately upon the closing of the issuer's IPO and has no expiration date.