SEC Form 4 · accession 0000899243-18-019887
ZUORA INC · ZUO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Paul G Allen
10% Owner
Cougar Investment Holdings LLC
10% Owner
Vulcan Capital Growth Equity LLC
10% Owner
Period of report
Jul 5, 2018
Accepted (ET)
Jul 17, 2018 · 6:15 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001423774
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1,F2 | Jul 5, 2018 | C | 2,867,445 | $0.00 | A | 2,867,445 | I | By Vulcan Capital Growth Equity LLC |
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 StockF3,F4,F2 | — | Jul 5, 2018 | C | 2,867,445 | D | — | — | Class A Common Stock | 2,867,445 | 0 | I |
Explanation of responses
- F1Represents the number of shares that were acquired upon the conversion of Class B Common Stock to Class A Common Stock as reflected in Table II.The registered holder elected to convert the shares from Class B Common Stock to Class A Common Stock on a 1-for-1 basis.
- F2These securities are held of record by Vulcan Capital Growth Equity LLC ("VCGE"). Vulcan Capital Growth Equity Management LLC ("VCGE Management") manages VCGE. VCGE Management is managed by Cougar Investment Holdings LLC, which is wholly owned by Paul G. Allen, who has sole voting and investment power over the shares held by VCGE. Mr. Allen disclaims beneficial ownership over such securities except to the extent of his 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.
- F3Each 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 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.
- F4The holder elected to convert the shares of Class B Common Stock to Class A Common Stock on a 1-for-1 basis.