SEC Form 4 · accession 0000899243-18-010231

ZUORA INC · ZUO

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

Reporting owners

Tenaya Capital V-P, LP

10% Owner

Tenaya Capital V, LP

10% Owner

Tenaya Capital V GP, LP

10% Owner

Tenaya Capital V GP LLC

10% Owner

Period of report

Apr 16, 2018

Accepted (ET)

Apr 16, 2018 · 5:53 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
Series B Convertible Preferred Stock^F2,F3,F1	—	Apr 16, 2018	C	3,099,012	D	—	—	Class B Common Stock	3,099,012	0	I
Series C Convertible Preferred Stock^F2,F3,F1	—	Apr 16, 2018	C	868,891	D	—	—	Class B Common Stock	868,891	0	I
Series D Convertible Preferred Stock^F2,F3,F1	—	Apr 16, 2018	C	436,233	D	—	—	Class B Common Stock	436,233	0	I
Series E Convertible Preferred Stock^F2,F3,F1	—	Apr 16, 2018	C	322,970	D	—	—	Class B Common Stock	322,970	0	I
Series F Convertible Preferred Stock^F2,F3,F1	—	Apr 16, 2018	C	51,569	D	—	—	Class B Common Stock	51,569	0	I
Class B Common Stock^F2,F3,F4	—	Apr 16, 2018	C	4,778,675	A	—	—	Class A Common Stock	4,778,675	4,778,675	I
Series B Convertible Preferred Stock^F2,F3,F1	—	Apr 16, 2018	C	855,293	D	—	—	Class B Common Stock	855,293	0	I
Series C Convertible Preferred Stock^F2,F3,F1	—	Apr 16, 2018	C	239,806	D	—	—	Class B Common Stock	239,806	0	I
Series D Convertible Preferred Stock^F2,F3,F1	—	Apr 16, 2018	C	120,321	D	—	—	Class B Common Stock	120,321	0	I
Series E Convertible Preferred Stock^F2,F3,F1	—	Apr 16, 2018	C	89,136	D	—	—	Class B Common Stock	89,136	0	I
Series F Convertible Preferred Stock^F2,F3,F1	—	Apr 16, 2018	C	14,232	D	—	—	Class B Common Stock	14,232	0	I
Class B Common Stock^F2,F3,F4	—	Apr 16, 2018	C	1,318,788	A	—	—	Class A Common Stock	1,318,788	1,318,788	I

Explanation of responses

F1Each share of preferred stock automatically converted into one share of Class B common stock on a one-for-one basis immediately prior to the closing of the Issuer's initial public offering, and had no expiration.
F2The general partner of each of Tenaya Capital V, LP and Tenaya Capital V-P, LP is Tenaya Capital V GP, LP ("V GP, LP") whose general partner is Tenaya Capital V GP, LLC ("V GP, LLC"). By virtue of such relationships, V GP, LP and V GP, LLC may be deemed to have voting and dispositive power over the securities held by Tenaya Capital V, LP and Tenaya Capital V-P, LP and, as a result, may be deemed to have beneficial ownership over such securities. Messrs. Tom Banahan, Ben Boyer, Stewart Gollmer, Brian Melton, and Brian Paul are the managing members of V GP, LLC and such managing members share voting and dispositive power over the securities held by Tenaya Capital V, LP and Tenaya Capital V-P, LP.
F3Each of V GP, LP and V GP, LLC disclaims beneficial ownership of the securities held by Tenaya Capital V, LP and Tenaya Capital V-P, LP except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
F4The Issuer's Class B Common Stock is convertible into the Issuer's Class A Common Stock on a one-for-one basis at the Reporting Person's election and will automatically convert into one share of Class A Common Stock upon the date that is the earlier of (i) the date specified by a vote of the holders of 66 2/3% of the outstanding shares of Class B Common Stock, (ii) ten years from the closing of the Issuer's initial public offering, and (iii) the date that the total number of shares of the Issuer's Class B Common Stock outstanding ceases to represent at least 5% of all outstanding shares of the Issuer's Common Stock. In addition, each share of Class A Common Stock will automatically convert into one share of Class B Common Stock upon any transfer, whether or not for value, which occurs after the closing of the Issuer's initial public offering, subject to certain exceptions.