SEC Form 4
| 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). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 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) 05/01/2019 | ||||||||||||||||||||||||||
| 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 | 05/01/2019 | A | 12,000(1) | A | $0 | 13,785 | D | |||
| Class A Common Stock | 06/19/2019 | C | 10,000(2) | A | $0 | 23,785 | D | |||
| Class A Common Stock | 06/19/2019 | S(3) | 10,000 | D | $16.0125(4) | 13,785 | D | |||
| Class A Common Stock | 50,000 | I | By The Bradley and Jennifer Pileggi Trust(5) | |||||||
| 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 | ||||||||
| Stock Option (Right to buy Class A Common Stock) | $21.38 | 05/01/2019 | A | 24,000 | (6) | 05/01/2029 | Class A Common Stock | 24,000 | $0 | 24,000 | D | ||||
| Stock Option (Right to buy Class B Common Stock) | $3.34 | 06/19/2019 | M(3) | 10,000 | (7) | 07/16/2025 | Class B Common Stock | 10,000 | $3.34 | 70,000 | D | ||||
| Class B Common Stock | $0.0(8) | 06/19/2019 | M(3) | 10,000 | (8) | (8) | Class A Common Stock | 10,000 | $0 | 10,000 | D | ||||
| Class B Common Stock | $0.0(8) | 06/19/2019 | C | 10,000 | (8) | (8) | Class A Common Stock | 10,000 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement for no consideration. The RSU vests over four years, with 1/16 of the underlying shares vesting on June 30, 2019, and the remaining shares vesting as to 1/16 of such shares quarterly thereafter, so long as the Reporting Person continues to provide services to the Issuer through each vesting date. |
| 2. Represents the number of shares that were acquired by the Reporting Person upon conversion of the shares of Class B Common Stock into Class A Common Stock in connection with the exercise of the stock option listed in Table II. |
| 3. This transaction was effected pursuant to a 10b5-1 trading plan adopted by the Reporting Person. |
| 4. Represents the weighted average sale price. The lowest price at which shares were sold was $16.00 and the highest price at which shares were sold was $16.06. 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. |
| 5. The securities are held of record by The Bradley and Jennifer Pileggi Trust, of which the reporting person is trustee. |
| 6. The option vests as to 1/48 of the shares on the last day of of each month beginning on April 30, 2019, with 100% of the total shares vested on April 30, 2023, subject to the Reporting Person's provision of service to the Issuer on each vesting date. |
| 7. The option vests as to 1/4 of the shares on the anniversary of the June 8, 2015 vesting commencement date, and then 1/48 of the total shares vest monthly thereafter, with 100% of the total shares vested on June 8, 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. |
| 8. Each 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 Class A Common Stock, and has no expiration date. |
| Remarks: |
| /s/ Jennifer Pileggi | 06/20/2019 | |
| ** 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. | ||