SEC Form 4 · accession 0001423774-18-000019
ZUORA INC · ZUO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Marc Diouane
Officer — President
Period of report
Sep 5, 2018
Accepted (ET)
Sep 7, 2018 · 6:48 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 Stock | Sep 5, 2018 | C | 34,200 | $0.00 | A | 34,200 | D | |
| Class A Common StockF2 | Sep 5, 2018 | S | 29,000 | $25.7507 | D | 5,200 | D | |
| Class A Common StockF3 | Sep 5, 2018 | S | 5,200 | $26.7102 | D | 0 | D |
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)F4 | $3.04 | Sep 5, 2018 | M | 34,200 | D | — | Nov 17, 2024 | Class B Common Stock | 34,200 | 90,800 | D |
| Class B Common StockF5 | — | Sep 5, 2018 | M | 34,200 | A | — | — | Class A Common Stock | 34,200 | 512,099 | D |
| Class B Common StockF5 | — | Sep 5, 2018 | C | 34,200 | D | — | — | Class A Common Stock | 34,200 | 477,899 | D |
Explanation of responses
- F1This transaction was effected pursuant to a 10b5-1 trading plan adopted by the reporting person.
- F2Represents the weighted average sale price. The lowest price at which shares were sold was $25.23 and the highest price at which shares were sold was $26.20. 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 footnotes 2 and 3 to this Form 4.
- F3Represents the weighted average sale price. The lowest price at which shares were sold was $26.26 and the highest price at which shares were sold was $27.05.
- F4The option vests as to 1/12 of the shares monthly following the January 1, 2018 vesting commencement date, with 100% of the total shares vested on January 1, 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.
- F5Each 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.