SEC Form 5 · accession 0001735409-19-000006
ZUORA INC · ZUO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Tien Tzuo
Officer — See Remarks · Director · 10% Owner
Period of report
Jan 31, 2019
Accepted (ET)
Feb 14, 2019 · 4:28 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001423774
Table I — non-derivative securities
No Table I lines on this filing.
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,F2 | $0.00 | Sep 5, 2018 | G | 1,393 | D | — | — | Class A Common Stock | 1,393 | 367,133 | I |
| Class B Common StockF1,F3 | $0.00 | Sep 5, 2018 | G | 1,393 | D | — | — | Class A Common Stock | 1,393 | 367,133 | I |
| Class B Common StockF1,F4,F5 | — | Sep 5, 2018 | G | 2,786 | A | — | — | Class A Common Stock | 2,786 | 6,993,085 | I |
Explanation of responses
- F1Each share of the Issuer's Class B Common Stock will convert into one 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.
- F2The Reporting Person is the trustee of the Tien Tzuo 2010 Annuity Trust.
- F3The Reporting Person's spouse is the trustee of the Renyan Tzuo 2010 Annuity Trust.
- F4Of the 7,727,351 shares of Class B Common Stock reported as indirectly owned by the Reporting Person in the Form 4 filed by the Reporting Person on April 16, 2018, and before giving effect to the transactions reported in this Form 5, 6,990,299 shares were owned by the 70 Thirty Trust, 368,526 shares were owned by the Renyan Tzuo 2010 Annuity Trust and 368,526 were owned by the Tien Tzuo 2010 Annuity Trust.
- F5The Reporting Person is the trustee of the 70 Thirty Trust.