SEC Form 4 · accession 0000899243-18-026277
ZUORA INC · ZUO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Marc Benioff
Other
Period of report
Oct 4, 2018
Accepted (ET)
Oct 5, 2018 · 12:51 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 | Oct 4, 2018 | C | 2,991,108 | $0.00 | A | 2,991,108 | D |
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,F2 | — | Oct 4, 2018 | C | 2,991,108 | D | — | — | Class A Common Stock | 2,991,108 | 0 | D |
Explanation of responses
- F1Represents 2,991,108 shares converted from Class B Common Stock to Class A Common Stock by the Reporting Person.
- F2Shares are held by The Marc R. Benioff Revocable Trust U/A/D 12/3/2004
- F3Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and will automatically convert into one share of Class A Common Stock upon the date that is the earlier of (i) the date specific 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 B Common stock will automatically convert into one share of Class A 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.