SEC Form 4 · accession 0001209191-18-061417

ZUORA INC · ZUO

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

Reporting owner

Timothy M Haley

Director

Period of report

Dec 3, 2018

Accepted (ET)

Dec 6, 2018 · 9:16 pm EST

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 Stock^F1	Dec 3, 2018	C	1,452,151	$0.00	A	1,452,151	I	By Redpoint Omega, L.P.
Class A Common Stock^F2	Dec 3, 2018	C	41,062	$0.00	A	41,062	I	By Redpoint Omega Associates, LLC
Class A Common Stock^F1	Dec 3, 2018	J	1,452,151	$0.00	D	0	I	By Redpoint Omega, L.P.
Class A Common Stock^F2	Dec 3, 2018	J	41,062	$0.00	D	0	I	By Redpoint Omega Associates, LLC
Class A Common Stock	Dec 3, 2018	J	373,929	$0.00	A	373,929	I	By Redpoint Omega, LLC
Class A Common Stock	Dec 3, 2018	J	373,929	$0.00	D	0	I	By Redpoint Omega, LLC
Class A Common Stock	Dec 3, 2018	J	50,027	$0.00	A	100,054	I	By Haley-McGourty Family Trust U/D/T 9/27/96
Class A Common Stock	Dec 3, 2018	J	11,269	$0.00	A	22,538	I	By Haley-McGourty Partners

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,F9	$0.00	Dec 3, 2018	C	1,452,151	D	—	—	Class A Common Stock	1,452,151	2,904,312	I
Class B Common Stock^F2,F9	$0.00	Dec 3, 2018	C	41,062	D	—	—	Class A Common Stock	41,062	82,128	I

Explanation of responses

F1These shares are owned directly by Redpoint Omega, L.P., of which Redpoint Omega, LLC serves as the sole general partner and exercises voting and investment power over these shares. The reporting person disclaims beneficial ownership of these securities, except to the extent of his proportionate 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.
F2These shares are owned directly by Redpoint Omega Associates, LLC which is under common control with Redpoint Omega, LLC. The reporting person disclaims beneficial ownership of these securities, except to the extent of his proportionate 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.
F3Represents a pro rata in kind distribution without consideration by Redpoint Omega, L.P. to its partners, including its general partner, Redpoint Omega, LLC.
F4Represents a pro rata in kind distribution without consideration by Redpoint Omega Associates, LLC to its members and managers.
F5Represents the receipt of shares in the pro rata in kind distribution of Class A Common Stock of the Issuer by Redpoint Omega, L.P. described in footnote 3.
F6Represents a pro rata in kind distribution of Class A Common Stock of the Issuer by Redpoint Omega, LLC without consideration to its members.
F7Represents a change in the form of ownership from one form of indirect ownership to another by virtue of the receipt of (i) 45,078 shares in the pro rata in kind distribution of Class A Common Stock of the Issuer by Redpoint Omega, LLC described in footnote 5, and (ii) 4,949 shares in the pro rata in kind distribution of Class A Common Stock of the Issuer by Redpoint Omega Associates, LLC described in footnote 4. The shares are held by the Haley-McGourty Family Trust U/D/T 9/27/96 (the "Trust"). The reporting person is a trustee of the Trust. The reporting person disclaims beneficial ownership of the shares held by the Trust except to the extent of his proportionate pecuniary interest therein.
F8Represents a change in the form of ownership from one form of indirect ownership to another by virtue of the receipt of shares in the pro rata in kind distribution of Class A Common Stock of the Issuer by Redpoint Omega, LLC described in footnote 5. The shares are held by Haley-McGourty Partners ("H-M Partners"). The reporting person is a general partner of H-M Partners. The reporting person disclaims beneficial ownership of the shares held by H-M Partners except to the extent of his proportionate pecuniary interest therein.
F9Each 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, 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 Issuer's initial public offering 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.