Director Harkey John D Jr sold $2,338,818 worth of shares (236,218 units at $9.90) (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) 11/06/2024 | ||||||||||||||||||||||||||
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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 | 11/06/2024 | S | 236,218(1) | D | $9.9011(2) | 201,000 | I | By JDH Life Sciences, Inc.(3) | ||
| Class A Common Stock | 43,567(4) | D | ||||||||
| Class A Common Stock | 100,000 | I | By Abraxus Trust(5) | |||||||
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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 | ||||||||
| Explanation of Responses: |
| 1. Shares were sold by the Account Manager (as defined below) without the prior knowledge of the Reporting Person. |
| 2. Represents the weighted average sale price. The lowest price at which shares were sold was $9.90 and the highest price at which shares were sold was $9.91. The Reporting Person undertakes to provide upon request to the staff of the U.S. Securities and Exchange Commission, Zuora or its stockholders, full information regarding the total number of shares sold at each separate price within the range set forth in this footnote. |
| 3. Reporting Person is the president and sole beneficial owner of JDH Life Sciences, Inc., and may be deemed to share voting and dispositive power with regard to the shares held by JDH Life Sciences, Inc., with Scalar Gauge Management, LLC (the Account Manager). |
| 4. Includes 40,567 Restricted Stock Units (RSUs) granted on April 30, 2024, upon the appointment of the Reporting Person to Zuora's Board of Directors. Each RSU represents a contingent right to receive one share of Zuora's Class A Common Stock upon settlement. The RSUs will vest and convert into shares of Zuora's Class A Common Stock as to 1/3rd of the total number of RSUs subject to the award on each of April 30, 2025, April 30, 2026, and April 30, 2027, in each case, so long as the Reporting Person continues to provide services to Zuora through such date. The vesting of the RSUs shall accelerate in full upon the consummation of a Corporate Transaction, as defined in Zuora's 2018 Equity Incentive Plan. |
| 5. Reporting Person is the trustee and sole beneficiary of the Abraxus Trust and may be deemed to have sole voting and dispositive power with regard to the shares held by the Abraxus Trust. |
| Remarks: |
| /s/ Diana Lorenz as attorney-in-fact for John D. Harkey, Jr. | 11/21/2024 | |
| ** 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. | ||