SEC Form 4 · accession 0001423774-18-000013
ZUORA INC · ZUO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jason Pressman
Director
Period of report
Sep 4, 2018
Accepted (ET)
Sep 6, 2018 · 8:10 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 | Sep 4, 2018 | C | 1,921,040 | $0.00 | A | 1,921,040 | I | By Shasta Ventures II, L.P. |
| Class A Common StockF1 | Sep 4, 2018 | J | 1,921,040 | $0.00 | D | 0 | I | By Shasta Ventures II, L.P. |
| Class A Common Stock | Sep 4, 2018 | J | 19,210 | $0.00 | A | 19,210 | I | By Shasta Ventures II, GP LLC |
| Class A Common Stock | Sep 4, 2018 | J | 19,210 | $0.00 | D | 0 | I | By Shasta Ventures II, GP LLC |
| Class A Common Stock | Sep 4, 2018 | J | 4,170 | $0.00 | A | 4,170 | I | By The 2016 Jason Pressman Trust U/D/T March 8, 2016 |
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 StockF1,F6 | $0.00 | Sep 4, 2018 | C | 1,921,040 | D | — | — | Class A Common Stock | 1,921,040 | 5,763,122 | I |
Explanation of responses
- F1Shasta Ventures II GP, LLC is the general partner of Shasta Ventures II, L.P. The reporting person is a managing director of Shasta Ventures II GP, LLC.
- F2Represents a pro rata in kind distribution without consideration, and not a purchase or sale of securities, by Shasta Ventures II, L.P. to its respective partners, including its general partner, Shasta Ventures II GP, LLC.
- F3Represents the receipt of shares in the pro rata in kind distribution of Class A Common Stock of the Issuer by Shasta Ventures II GP, LLC described in footnote 2
- F4Represents a pro rata in kind distribution of Class A Common Stock of the Issuer by Shasta Ventures II GP, LLC without consideration to its members.
- F5Represents 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 Shasta Ventures II GP, LLC described in footnote 4. The shares are held by the 2016 Jason Pressman Trust U/D/T March 8, 2016 (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.
- 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 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.