SEC Form 4 · accession 0000899243-18-010213

ZUORA INC · ZUO

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

Reporting owner

Timothy M Haley

Director

Period of report

Apr 16, 2018

Accepted (ET)

Apr 16, 2018 · 5:13 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	—	Apr 16, 2018	C	5,808,614	A	—	—	Class A Common Stock	5,808,614	5,808,614	I
Class B Common Stock^F1,F3	—	Apr 16, 2018	C	164,252	A	—	—	Class A Common Stock	164,252	164,252	I
Series C Preferred Stock^F3,F2,F1	—	Apr 16, 2018	C	4,146,450	D	—	—	Class B Common Stock	4,146,450	0	I
Series C Preferred Stock^F3,F2,F1	—	Apr 16, 2018	C	117,251	D	—	—	Class B Common Stock	117,251	0	I
Series D Preferred Stock^F3,F2,F1	—	Apr 16, 2018	C	957,594	D	—	—	Class B Common Stock	957,594	0	I
Series D Preferred Stock^F3,F2,F1	—	Apr 16, 2018	C	27,078	D	—	—	Class B Common Stock	27,078	0	I
Series E Preferred Stock^F3,F2,F1	—	Apr 16, 2018	C	320,618	D	—	—	Class B Common Stock	320,618	0	I
Series E Preferred Stock^F3,F2,F1	—	Apr 16, 2018	C	9,066	D	—	—	Class B Common Stock	9,066	0	I
Series F Preferred Stock^F3,F2,F1	—	Apr 16, 2018	C	383,952	D	—	—	Class B Common Stock	383,952	0	I
Series F Preferred Stock^F3,F2,F1	—	Apr 16, 2018	C	10,857	D	—	—	Class B Common Stock	10,857	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 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 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 issuer's initial public offering ("IPO") and has no expiration date.
F3Redpoint Omega, LLC serves as the general partner of Redpoint Omega, L.P. Redpoint Omega, LLC and Redpoint Omega Associates, LLC are under common control. As such, Redpoint Omega, LLC has sole voting and investment control over the shares owned by Redpoint Omega, L.P., and may be deemed to beneficially own the shares held by Redpoint Omega, L.P. The reporting person is a managing member of each of Redpoint Omega, LLC and Redpoint Omega Associates, LLC. The reporting person disclaims beneficial ownership of the reported shares except to the extent of his pecuniary interest therein.