Statement of Changes in Beneficial Ownership (4)
June 03 2021 - 5:55PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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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1. Name and Address of Reporting Person
*
Tzuo Tien |
2. Issuer Name and Ticker or Trading Symbol
ZUORA INC
[
ZUO
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman and CEO |
(Last)
(First)
(Middle)
C/O ZUORA, INC., 101 REDWOOD SHORES PARKWAY |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/1/2021 |
(Street)
REDWOOD CITY, CA 94065
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | 6/1/2021 | | C | | 15000 | A | $0 | 15000 | D | |
Class A Common Stock | 6/1/2021 | | S(1) | | 15000 | D | $15.0584 (2) | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
Stock Option (Right to buy Class B Common Stock) | $3.04 | 6/1/2021 | | M (1) | | | 15000 | (3) | 11/18/2024 | Class B Common Stock | 15000.0 | $0 | 1861285 | D | |
Class B Common Stock | (4) | 6/1/2021 | | M (1) | | 15000 | | (4) | (4) | Class A Common Stock | 15000.0 | $0 | 15000 | D | |
Class B Common Stock | (4) | 6/1/2021 | | C | | | 15000 | (4) | (4) | Class A Common Stock | 15000.0 | $0 | 0 | D | |
Class B Common Stock | (4) | | | | | | | (4) | (4) | Class A Common Stock | 680542.0 | | 680542 | I | By The Next Left Trust (5) |
Class B Common Stock (4) | (4) | | | | | | | (4) | (4) | Class A Common Stock | 7006809.0 | | 7006809 | I | By 70 Thirty Trust (6) |
Explanation of Responses: |
(1) | This transaction was effected pursuant to a 10b5-1 trading plan adopted by the Reporting Person. |
(2) | Represents the weighted average sale price. The lowest price at which shares were sold was $15.01 and the highest price at which shares were sold was $15.15. 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 range set forth in this footnote. |
(3) | This option is fully vested and exercisable. |
(4) | Each 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. |
(5) | The Reporting Person is a trustee of The Next Left Trust. |
(6) | The Reporting Person is a trustee of the 70 Thirty Trust. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Tzuo Tien C/O ZUORA, INC. 101 REDWOOD SHORES PARKWAY REDWOOD CITY, CA 94065 | X | X | Chairman and CEO |
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Signatures
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/s/ Jennifer Pileggi as attorney-in-fact for Tien Tzuo | | 6/3/2021 |
**Signature of Reporting Person | Date |
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