SEC Form 4 · accession 0000899243-18-023903
ZUORA INC · ZUO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michelangelo Volpi
Director
Period of report
Sep 4, 2018
Accepted (ET)
Sep 6, 2018 · 1:45 pm 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,F12 | Sep 4, 2018 | C | 1,053,868 | $0.00 | A | 1,053,868 | I | See Footnotes |
| Class A Common StockF3,F2,F12 | Sep 5, 2018 | J | 1,042,337 | — | D | 11,531 | I | See Footnotes |
| Class A Common StockF4,F2,F12 | Sep 5, 2018 | S | 1,202 | $26.792 | D | 10,329 | I | See Footnotes |
| Class A Common StockF5,F2,F12 | Sep 5, 2018 | S | 10,329 | $26.2411 | D | 0 | I | See Footnotes |
| Class A Common StockF1,F6,F12 | Sep 4, 2018 | C | 3,860 | $0.00 | A | 3,860 | I | See Footnotes |
| Class A Common StockF7,F6,F12 | Sep 5, 2018 | S | 402 | $26.792 | D | 3,458 | I | See Footnotes |
| Class A Common StockF8,F6,F12 | Sep 5, 2018 | S | 3,458 | $26.2411 | D | 0 | I | See Footnotes |
| Class A Common StockF1,F9,F12 | Sep 4, 2018 | C | 13,389 | $0.00 | A | 13,389 | I | See Footnotes |
| Class A Common StockF10,F9,F12 | Sep 5, 2018 | S | 1,396 | $26.792 | D | 11,993 | I | See Footnotes |
| Class A Common StockF11,F9,F12 | Sep 5, 2018 | S | 11,993 | $26.2411 | D | 0 | I | See Footnotes |
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 StockF2,F12,F1 | — | Sep 4, 2018 | C | 1,053,868 | D | — | — | Class A Common Stock | 1,053,868 | 3,161,606 | I |
| Class B Common StockF6,F12,F1 | — | Sep 4, 2018 | C | 3,860 | D | — | — | Class A Common Stock | 3,860 | 11,582 | I |
| Class B Common StockF9,F12,F1 | — | Sep 4, 2018 | C | 13,389 | D | — | — | Class A Common Stock | 13,389 | 40,167 | I |
Explanation of responses
- F1At the request of the holder, on September 4, 2018, each such share of the issuer's Class B Common Stock converted into one (1) share of the issuer's Class A Common Stock.
- F10The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.705 - $27.05, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F11The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.70 - $26.68, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F12The Reporting Person is a partner within the Index Ventures group. Advisors within the Index Ventures group provide advice to IVG II, Parallel and Yucca (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 Section 16 beneficial ownership of these securities, except to the extent of his pecuniary interest therein, if any, 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.
- F2The securities are held by Index Ventures Growth II (Jersey), L.P. ("IVG II"). Index Venture Growth Associates II Limited ("Associates") is the general partner of IVG II.
- F3On September 5, 2018, IVG II distributed, for no consideration, 1,042,337 shares of Class A Common Stock of the issuer to its limited partners, representing each such partner's pro rata interest in the shares held by IVG II. The aforementioned distributions were made in accordance with the exemptions afforded by Rule 16a-13 and Rule 16a-9 of the Securities Exchange Act of 1934, as amended.
- F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.705 - $27.05, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.70 - $26.68, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F6The securities are held directly by Index Ventures Growth II Parallel Entrepreneur Fund (Jersey), L.P. ("Parallel"). Associates is the general partner of Parallel.
- F7The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.705 - $27.05, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F8The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.70 - $26.68, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F9The securities are held directly by Yucca (Jersey) SLP ("Yucca"). The general partner of Yucca is Yucca Associates Limited ("YAL").