Chairman and CEO Tzuo Tien returned $1,101,040 worth of shares to the company (110,104 units at $10.00), closing all direct ownership in the company (SEC Form 4)
$ZUO
Computer Software: Prepackaged Software
Technology
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ZUORA INC [ ZUO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/14/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 02/14/2025 | D(1) | 110,104 | D | $10(1) | 0 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B Common Stock | (1) | 02/14/2025 | D(1) | 7,698,605 | (1) | (1) | Class B Common Stock | 7,698,605 | $10(1) | 0 | I | By 70 Thirty Trust(2) | |||
| Class B Common Stock | (1) | 02/14/2025 | D(1) | 640,542 | (1) | (1) | Class B Common Stock | 640,542 | $10(1) | 0 | I | By The Next Left Trust(3) | |||
| Stock Option (right to buy) | $7.94 | 02/14/2025 | D(4) | 362,406 | (4) | (4) | Class A Common Stock | 362,406 | (4) | 0 | D | ||||
| Stock Option (right to buy) | $22.1 | 02/14/2025 | D(5) | 350,000 | (5) | (5) | Class A Common Stock | 350,000 | $0(5) | 0 | D | ||||
| Stock Option (right to buy) | $11.66 | 02/14/2025 | D(5) | 350,000 | (5) | (5) | Class A Common Stock | 350,000 | $0(5) | 0 | D | ||||
| Stock Option (right to buy) | $15.64 | 02/14/2025 | D(5) | 500,000 | (5) | (5) | Class A Common Stock | 500,000 | $0(5) | 0 | D | ||||
| Restricted Stock Units (RSU) (Class A) | (6) | 02/14/2025 | D(6) | 12,500 | (6) | (6) | Class A Common Stock | 12,500 | $10(6) | 0 | D | ||||
| Restricted Stock Units (RSU) (Class A) | (6) | 02/14/2025 | D(6) | 291,669 | (6) | (6) | Class A Common Stock | 291,669 | $10(6) | 0 | D | ||||
| Restricted Stock Units (RSU) (Class A) | (6) | 02/14/2025 | D(6) | 225,000 | (6) | (6) | Class A Common Stock | 225,000 | $10(6) | 0 | D | ||||
| Restricted Stock Units (RSU) (Class A) | (6) | 02/14/2025 | D(6) | 600,000 | (6) | (6) | Class A Common Stock | 600,000 | $10(6) | 0 | D | ||||
| Performance Stock Units (PSU) (Class A) | (7) | 02/14/2025 | D(7) | 300,000 | (7) | (7) | Class A Common Stock | 300,000 | $0(7) | 0 | D | ||||
| Explanation of Responses: |
| 1. On February 14, 2025 (the "Effective Time"), pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 17, 2024, by and among Zodiac Purchase, L.L.C. ("Parent"), Zodiac Acquisition Sub, Inc. ("Merger Sub") and Zuora (the "Company"), Merger Sub merged with and into the Company with the Company surviving the merger as a wholly owned subsidiary of Parent. At the Effective Time, each of the Reporting Person's shares of Class A Common Stock and Class B Common Stock (together, the "Common Stock"), issued and outstanding immediately prior to the Effective Time were automatically canceled and converted into the right to receive $10.00 per share in cash without interest thereon, and less any applicable tax withholdings (the "Merger Consideration"). |
| 2. The Reporting Person is a trustee of the 70 Thirty Trust. |
| 3. The Reporting Person is a trustee of The Next Left Trust. |
| 4. Pursuant to the Merger Agreement, each outstanding Company Stock Option, whether or not vested and exercisable, with a per share exercise price that is less than the Merger Consideration, was canceled immediately prior to the Effective Time and converted into the Reporting Person's right to receive an amount in cash, without interest and less applicable withholding taxes (a "Converted Option Award"), equal to the product the excess of the Merger Consideration over the per share exercise price of such Company Stock Option multiplied the number of shares of Common Stock issuable upon exercise of the Company Stock Option immediately prior to the Effective Date. |
| 5. Pursuant to the Merger Agreement, each outstanding Company Stock Option, whether or not vested and exercisable, with a per share exercise price equal to or greater than the Merger Consideration was canceled immediately prior to the Effective Time for no consideration. |
| 6. Pursuant to the Merger Agreement, at the Effective Time, each of the Reporting Person's restricted stock units ("RSUs") outstanding immediately prior to the Effective Time were automatically canceled and converted into the right to receive cash equal to the product of the number of shares of Common Stock subject to the RSU multiplied by the Merger Consideration (the "Converted RSU Award"). The Converted RSU Award will vest and become payable subject to and in accordance with the same vesting schedule and other terms and conditions applicable to the corresponding RSU immediately prior to the Effective Time, including any acceleration of vesting provisions. |
| 7. Pursuant to the Merger Agreement, this RSU covering shares of Common Stock outstanding immediately prior to the Effective Time that was subject in whole or in part to performance-based vesting conditions was forfeited immediately prior to the Effective Time for no consideration. |
| /s/ Diana Lorenz as attorney-in-fact for Tien Tzuo | 02/14/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||