SEC Form 4 · accession 0000899243-18-010205
ZUORA INC · ZUO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
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 StockF1,F3 | — | Apr 16, 2018 | C | 4,215,474 | A | — | — | Class A Common Stock | 4,215,474 | 4,215,474 | I |
| Class B Common StockF1,F4,F5,F6,F7 | — | Apr 16, 2018 | C | 68,998 | A | — | — | Class A Common Stock | 68,998 | 68,998 | I |
| Series D Preferred StockF3,F2,F1 | — | Apr 16, 2018 | C | 3,170,755 | D | — | — | Class B Common Stock | 3,170,755 | 0 | I |
| Series E Preferred StockF3,F2,F1 | — | Apr 16, 2018 | C | 481,224 | D | — | — | Class B Common Stock | 4,812,237 | 0 | I |
| Series F Preferred StockF3,F2,F1 | — | Apr 16, 2018 | C | 563,495 | D | — | — | Class B Common Stock | 563,495 | 0 | I |
| Series D Preferred StockF4,F5,F2,F1 | — | Apr 16, 2018 | C | 40,136 | D | — | — | Class B Common Stock | 40,136 | 0 | I |
| Series E Preferred StockF4,F5,F6,F8,F2,F1 | — | Apr 16, 2018 | C | 13,303 | D | — | — | Class B Common Stock | 13,303 | 0 | I |
| Series F Preferred StockF4,F5,F6,F9,F2,F1 | — | Apr 16, 2018 | C | 15,559 | D | — | — | Class B Common Stock | 15,559 | 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 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.
- F3The securities are held by Index Ventures Growth II (Jersey), L.P. Index Venture Growth Associates II Limited is the general partner of Index Ventures Growth II (Jersey), L.P. Ian J Henderson, Nigel T. Greenwood, David A. Hall, Philip J. Balderson, Sinead A. Meehan and Bernard M. Dalle are directors of Index Venture Growth Associates II Limited. Ian J Henderson, Nigel T. Greenwood, David A. Hall, Philip J. Balderson, Sinead A. Meehan and Bernard M. Dalle share voting and dispositive power with respect to the securities. Each of these persons disclaims beneficial ownership of these securities except to the extent of his or her pecuniary interest therein.
- F4Michelangelo Volpi, a member of the issuer's Board of Directors, is a general partner with the Index Ventures group. Advisors within the Index Ventures group provide advice to Index Ventures Growth II (Jersey), L.P., Index Ventures Growth II Parallel Entrepreneur Fund (Jersey), L.P. and Yucca (Jersey) SLP (collectively, the "Index Funds"). Michelangelo Volpi is involved in making recommendations to the Index Funds, but does not hold voting or dispositive power over the shares held by the Index Funds. Michelangelo Volpi disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose.
- F5For the securities that are held by Yucca (Jersey) SLP, the corporate general partner of Yucca (Jersey) SLP is Yucca Associates Limited. Messrs. Nigel T. Greenwood and Ian J. Henderson are directors of Yucca Associates Limited and share voting and dispositive power with respect to the securities held by Yucca (Jersey) SLP. Each of these persons disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
- F6Index Venture Growth Associates II Limited is the general partner of Index Ventures Growth II Parallel Entrepreneur Fund (Jersey), L.P. Ian J Henderson, Nigel T. Greenwood, David A. Hall, Philip J. Balderson, Sinead A. Meehan and Bernard M. Dalle are directors of Index Venture Growth Associates II Limited. Ian J Henderson, Nigel T. Greenwood, David A. Hall, Philip J. Balderson, Sinead A. Meehan and Bernard M. Dalle share voting and dispositive power with respect to the securities. Each of these persons disclaims beneficial ownership of these securities except to the extent of his or her pecuniary interest therein.
- F7Of the shares reported, (a) 15,442 shares are held directly by Index Ventures Growth II Parallel Entrepreneur Fund (Jersey), L.P., and (b) 53,556 shares are held directly by Yucca (Jersey) SLP.
- F8Of the shares reported, (a) 7,121 shares are held directly by Index Ventures Growth II Parallel Entrepreneur Fund (Jersey), L.P., and (b) 6,182 shares are held directly by Yucca (Jersey) SLP.
- F9Of the shares reported, (a) 8,321 shares are held directly by Index Ventures Growth II Parallel Entrepreneur Fund (Jersey), L.P., and (b) 7,238 shares are held directly by Yucca (Jersey) SLP.