SEC Form 4 · accession 0000899243-18-010204

ZUORA INC · ZUO

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owners

Benchmark Capital Partners V L P

10% Owner

BENCHMARK FOUNDERS FUND V LP

10% Owner

Benchmark Founders Fund V-A LP

10% Owner

Benchmark Founders Fund V-B LP

10% Owner

Benchmark Capital Management Co. V, L.L.C.

10% Owner

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
Class B Common Stock^F1,F3	—	Apr 16, 2018	C	10,257,724	A	—	—	Class A Common Stock	10,257,724	10,257,724	I
Series A Preferred Stock^F3,F2,F1	—	Apr 16, 2018	C	6,273,196	D	—	—	Class B Common Stock	6,273,196	0	I
Series B Preferred Stock^F3,F2,F1	—	Apr 16, 2018	C	1,600,891	D	—	—	Class B Common Stock	1,600,891	0	I
Series C Preferred Stock^F3,F2,F1	—	Apr 16, 2018	C	1,288,161	D	—	—	Class B Common Stock	1,288,161	0	I
Series D Preferred Stock^F3,F2,F1	—	Apr 16, 2018	C	535,148	D	—	—	Class B Common Stock	535,148	0	I
Series E Preferred Stock^F3,F2,F1	—	Apr 16, 2018	C	494,527	D	—	—	Class B Common Stock	494,527	0	I
Series F Preferred Stock^F3,F2,F1	—	Apr 16, 2018	C	65,801	D	—	—	Class B Common Stock	65,801	0	I

Explanation of responses

F1Each 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.
F2Each share of the issuer's Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, and Series F Preferred Stock automatically converted into 1 share of the issuer's Class B Common Stock immediately upon the closing of the IPO and has no expiration date.
F3Shares are held by Benchmark Capital Partners V, L.P. ("BCP V"), as nominee for BCP V, Benchmark Founders' Fund V, L.P. ("BFF V"), Benchmark Founders' Fund V-A, L.P. ("BFF V-A"), Benchmark Founders' Fund V-B, L.P. ("BFF V-B") and related persons. Benchmark Capital Management Co. V, L.L.C. ("BCMC V"), the general partner of each of BCP V, BFF V, BFF V-A and BFF V-B, may be deemed to have sole voting and dispositive power over such shares. Alexandre Balkanski, Bruce W. Dunlevie, Peter H. Fenton, J. William Gurley, Kevin R. Harvey, Robert C. Kagle, Mitchell H. Lasky and Steven M. Spurlock, the managing members of BCMC V, may be deemed to share voting and dispositive power over these shares beneficially held by such entities. Each reporting person disclaims the existence of a "group" and disclaims beneficial ownership of any securities, except to the extent of such reporting persons' pecuniary interest in such securities.

Remarks

This report is one of two reports, each on a separate Form 4, but relating to the same transaction being filed by entities affiliated with Benchmark and their applicable members.