SEC Form 4 · accession 0001312322-18-000003
ZUORA INC · ZUO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jennifer Pileggi
Officer — SVP, GC and Corp. Secretary
Period of report
Dec 10, 2018
Accepted (ET)
Dec 12, 2018 · 4:40 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 StockF1 | Dec 10, 2018 | C | 10,000 | $0.00 | A | 10,000 | D | |
| Class A Common StockF3 | Dec 10, 2018 | S | 10,000 | $18.118 | D | 0 | D | |
| Class A Common StockF4 | holding | — | — | — | 50,000 | I | By The Bradley and Jennifer Pileggi Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to buy Class B Common Stock)F5 | $3.34 | Dec 10, 2018 | M | 10,000 | D | — | Jul 16, 2025 | Class B Common Stock | 10,000 | 110,000 | D |
| Class B Common StockF6 | $0.00 | Dec 10, 2018 | M | 10,000 | A | — | — | Class A Common Stock | 10,000 | 10,000 | D |
| Class B Common StockF6 | $0.00 | Dec 10, 2018 | C | 10,000 | D | — | — | Class A Common Stock | 10,000 | 0 | D |
Explanation of responses
- F1Represents the number of shares that were acquired by the Reporting Person upon conversion of the shares of Class B Common Stock into Class A Common Stock in connection with the exercise of the stock option listed in Table II.
- F2This transaction was effected pursuant to a 10b5-1 trading plan adopted by the Reporting Person.
- F3Represents the weighted average sale price. The lowest price at which shares were sold was $17.83 and the highest price at which shares were sold was $18.53. The Reporting Person undertakes to provide upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer or its stockholders, full information regarding the total number of shares sold at each separate price within the ranges set forth in this footnote.
- F4The securities are held of record by The Bradley and Jennifer Pileggi Trust, of which the Reporting Person is trustee.
- F5The option vests as to 1/4 of the shares on the anniversary of the June 8, 2015 vesting commencement date, and then 1/48 of the total shares vest monthly thereafter, with 100% of the total shares vested on June 8, 2019, subject to the reporting person's provision of service to the Issuer on each vesting date. The option contains an early-exercise provision and is exercisable as to unvested shares, subject to the Issuer's right of repurchase.
- F6Each 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.