Zuora (ZUO) Form 3 ZUORA / Lake Group, L.L.C. Silver ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

SLAA II (GP), L.L.C.

(Last) (First) (Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/24/2022

3. Issuer Name and Ticker or Trading Symbol
ZUORA INC [ ZUO ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
3.95% / 5.50% Convertible Senior PIK Toggle Notes due 2029	(4)	(5)	Class A Common Stock	12,500,000(6)	20(7)	I	Held through SLA Zurich Holdings, L.P.(1)(3)
Warrants	(4)	03/31/2029	Class A Common Stock	2,500,000(8)	20	I	Held through SLA Zurich Aggregator, L.P.(2)(3)
Warrants	(4)	03/31/2029	Class A Common Stock	2,500,000(8)	22	I	Held through SLA Zurich Aggregator, L.P.(2)(3)
Warrants	(4)	03/31/2029	Class A Common Stock	2,500,000(8)	24	I	Held through SLA Zurich Aggregator, L.P.(2)(3)

1. Name and Address of Reporting Person^*

SLAA II (GP), L.L.C.

(Last) (First) (Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Silver Lake Group, L.L.C.

(Last) (First) (Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Silver Lake Alpine Associates II, L.P.

(Last) (First) (Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SL Alpine II Aggregator GP, L.L.C.

(Last) (First) (Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SLA Zurich GP, L.L.C.

(Last) (First) (Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SLA Zurich Aggregator, L.P.

(Last) (First) (Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SLA Zurich Holdings, L.P.

(Last) (First) (Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Osnoss Joseph

(Last) (First) (Middle)

C/O SILVER LAKE, 55 HUDSON YARDS

550 WEST 34TH STREET, 40TH FLOOR

(Street)

NEW YORK NY 10001

(City) (State) (Zip)

Explanation of Responses:

1. SLA Zurich Holdings, L.P. ("SLA Zurich Holdings") holds $250,000,000 principal amount of 3.95% / 5.50% Convertible Senior PIK Toggle Notes due 2029 (the "Convertible Notes") of Zuora, Inc. (the "Issuer"). SLA Zurich GP, L.L.C. ("SLA Zurich GP") is the general partner of SLA Zurich Holdings.

2. SLA Zurich Aggregator, L.P. ("SLA Zurich Aggregator") holds warrants ("Warrants") to purchase shares of Class A common stock of the Issuer ("Class A Common Stock").

3. SL Alpine II Aggregator GP, L.L.C. ("SLA Aggregator") is the sole member of SLA Zurich GP and the general partner of SLA Zurich Aggregator. Silver Lake Alpine Associates II, L.P. ("SLAA") is the managing member of SLA Aggregator. SLAA II (GP), L.L.C. ("SLAA GP") is the general partner of SLAA. Silver Lake Group, L.L.C. ("SLG") is the managing member of SLAA GP. Mr. Joseph Osnoss serves as a member of the board of directors of Zuora, Inc. (the "Issuer") and is a Managing Partner of SLG. Each of SLA Zurich Holdings, SLA Zurich Aggregator, SLA Zurich GP, SLA Aggregator, SLAA, SLAA GP and SLG may be deemed to be a director by deputization of the Issuer.

4. On March 2, 2022, affiliates of the Reporting Persons entered into an Investment Agreement with the Issuer (the "Investment Agreement"), pursuant to which, by joinder thereto, on March 24, 2022, SLA Zurich Holdings purchased $250,000,000 principal amount of the Issuer's Convertible Notes issued under an indenture governing the Convertible Notes and SLA Zurich Aggregator was issued the Warrants. In accordance with the Investment Agreement, SLA Zurich Holdings is restricted from converting the Convertible Notes and SLA Zurich Aggregator is restricted from exercising the Warrants prior to the earlier of (i) 18 months from the date of issuance and (ii) immediately prior to the consummation of a change of control of the Issuer, in each case, subject to certain exceptions.

5. The Convertible Notes mature on March 31, 2029, subject to earlier repurchase or conversion in accordance with their terms.

6. This number represents the number of shares of Class A Common Stock, $0.0001 par value per share (the "Common Stock") issuable upon conversion of the Convertible Notes at the initial conversion rate of 50.000 shares of Common Stock, and cash in lieu of fractional shares of Common Stock, per $1,000 principal amount of Convertible Notes. The initial conversion rate is subject to adjustment from time to time upon the occurrence of certain customary events in accordance with the terms of an indenture, dated as of March 24, 2022, by and between the Issuer and U.S. Bank National Association, as trustee.

7. The conversion rate of 50.000 per $1,000 principal amount of Convertible Notes is equivalent to a conversion price of approximately $20.00 per share of Common Stock.

8. The Warrants are exercisable at any time, subject to certain customary anti-dilution adjustments provided under the Warrants, including for stock splits, reclassifications, combinations and dividends or distributions made by the Issuer on the Common Stock. If a Make-Whole Fundamental Change (as defined in the Warrants) occurs then the number of shares issuable upon exercise of the Warrants may be increased, and the exercise price for the Warrants adjusted, in accordance with the Warrants.

Remarks:

The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. This filing shall not be deemed an admission that any Reporting Person is a beneficial owner of all securities covered by this filing for purposes of Section 16 of the Exchange Act or otherwise, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any.

	/s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C.	03/28/2022
	/s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLAA II (GP), L.L.C.	03/28/2022
	/s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLAA II (GP), L.L.C., general partner of Silver Lake Alpine Associates II, L.P.	03/28/2022
	/s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLAA II (GP), L.L.C., general partner of Silver Lake Alpine Associates II, L.P., managing member of SL Alpine II Aggregator GP, L.L.C.	03/28/2022
	/s/ Andrew J. Schader, Managing Director of SLA Zurich GP, L.L.C.	03/28/2022
	/s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLAA II (GP), L.L.C., general partner of Silver Lake Alpine Associates II, L.P., managing member of SL Alpine II Aggregator GP, L.L.C.	03/28/2022
	/s/ Andrew J. Schader, Managing Director of SLA Zurich GP, L.L.C., general partner of SLA Zurich Holdings, L.P.	03/28/2022
	/s/ Joseph Osnoss	03/28/2022
	** Signature of Reporting Person	Date
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