SEC Form 4 · accession 0001502328-18-000005
ZUORA INC · ZUO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Marc Diouane
Officer — President
Period of report
Dec 6, 2018
Accepted (ET)
Dec 10, 2018 · 4:36 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 | Dec 6, 2018 | C | 130,500 | $0.00 | A | 130,500 | D | |
| Class A Common StockF1 | Dec 6, 2018 | S | 130,500 | $18.026 | 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)F2 | $3.04 | Dec 6, 2018 | M | 80,384 | D | — | Nov 18, 2024 | Class B Common Stock | 80,384 | 10,416 | D |
| Stock Option (Right to buy Class B Common Stock)F3 | $3.28 | Dec 6, 2018 | M | 50,116 | D | — | Feb 4, 2027 | Class B Common Stock | 50,116 | 199,883 | D |
| Class B Common StockF4 | $0.00 | Dec 6, 2018 | M | 130,500 | A | — | — | Class A Common Stock | 130,500 | 608,399 | D |
| Class B Common StockF4 | $0.00 | Dec 6, 2018 | C | 130,500 | D | — | — | Class A Common Stock | 130,500 | 477,899 | D |
Explanation of responses
- F1Represents the weighted average sale price. The lowest price at which shares were sold was $17.68 and the highest price at which shares were sold was $18.27. 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.
- F2The 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.
- F3The option vests as to 1/48th of the shares monthly following the February 1, 2017 vesting commencement date, with 100% of the total shares vested on February 1, 2021, 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.
- F4Each 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. The shares of Class A and Class B Common Stock have no expiration date.