SEC Form 4 · accession 0000899243-18-010223

ZUORA INC · ZUO

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

Reporting owner

Michelangelo Volpi

Director · 10% Owner

Period of report

Apr 16, 2018

Accepted (ET)

Apr 16, 2018 · 5:17 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	4,215,474	A	—	—	Class A Common Stock	4,215,474	4,215,474	I
Class B Common Stock^F1,F3,F4	—	Apr 16, 2018	C	68,998	A	—	—	Class A Common Stock	68,998	68,998	I
Series D Preferred Stock^F3,F2,F1	—	Apr 16, 2018	C	3,170,755	D	—	—	Class B Common Stock	3,170,755	0	I
Series E Preferred Stock^F3,F2,F1	—	Apr 16, 2018	C	481,224	D	—	—	Class B Common Stock	481,224	0	I
Series F Preferred Stock^F3,F2,F1	—	Apr 16, 2018	C	563,495	D	—	—	Class B Common Stock	563,495	0	I
Series D Preferred Stock^F3,F2,F1	—	Apr 16, 2018	C	40,136	D	—	—	Class B Common Stock	40,136	0	I
Series E Preferred Stock^F3,F5,F2,F1	—	Apr 16, 2018	C	13,303	D	—	—	Class B Common Stock	13,303	0	I
Series F Preferred Stock^F3,F6,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 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 issuer's IPO and has no expiration date.
F3The Reporting Person is a partner within 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"). The Reporting Person 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. The Reporting Person 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.
F4Of 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.
F5Of 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.
F6Of 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.