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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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ZUORA INC (Name of Issuer) |
Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) |
98983V106 (CUSIP Number) |
Tien Tzuo c/o Zuora, Inc., 101 Redwood Shores Parkway Redwood City, CA, 94065 (888) 976-9056 Melissa Sawyer Sullivan & Cromwell LLP, 125 Broad Street New York, NY, 10004 (212) 558-4000 Peter Jones Sullivan & Cromwell LLP, 550 Hamilton Avenue Palo Alto, CA, 94301 (650) 461-5600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/14/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 98983V106 |
| 1 |
Name of reporting person
Tzuo Tien | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
ZUORA INC | |
| (c) | Address of Issuer's Principal Executive Offices:
101 Redwood Shores Parkway, Redwood City,
CALIFORNIA
, 94065. | |
Item 1 Comment:
This Amendment No. 1 to the Schedule 13D is being filed by Tien Tzuo (the "Reporting Person") and amends and supplements the statement on the Schedule 13D originally filed with the Securities and Exchange Commission on October 17, 2024 (the "Schedule 13D") related to the shares of Class A common stock, par value $0.0001 per share (the "Class A Common Stock"), of Zuora, Inc., a Delaware corporation (the "Issuer"), whose principal executive offices are located at 101 Redwood Shores Parkway, Redwood City, California 94065. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
On February 14, 2025 (the "Closing Date"), pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 17, 2024, by and among the Issuer, Zodiac Purchaser, L.L.C., a Delaware limited liability company ("Parent"), and Zodiac Acquisition Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), among other things, (a) Merger Sub merged with and into the Issuer (the "Merger" and, together with the other transactions contemplated by the Merger Agreement, collectively the "Transactions"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent (the "Surviving Corporation"), (b) each issued and outstanding share of Class A Common Stock and Class B common stock of the Issuer, par value $0.0001 per share (the "Class B Common Stock" and, together with the Class A Common Stock, the "Common Stock") as of immediately prior to the effective time of the Merger (the "Effective Time"), except for the shares described in clause (c), were converted into the right to receive $10.00 in cash without interest (the "Merger Consideration"), (c) each share of Common Stock held in the treasury of the Issuer, each Rollover Share (as defined in the Merger Agreement) and any shares of Common Stock owned by Parent or Merger Sub immediately prior to the Effective Time were automatically canceled and no consideration was delivered in exchange therefor and (d) each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time was automatically converted into one fully paid, nonassessable share of common stock, par value $0.00001 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and will constitute the only outstanding shares of capital stock of the Surviving Corporation.
The Reporting Person disposed of 9,912,781 shares of Common Stock in the Merger, consisting of (i) 1,573,634 shares of Common Stock held by the Reporting Person, (ii) 7,698,605 shares of Common Stock held by 70 Thirty Trust, which the Reporting Person may be deemed to have voting and dispositive power over, and (iii) 640,542 shares of Common Stock held by Next Left Trust, which the Reporting Person may be deemed to have voting and dispositive power over and in exchange received 3,972,842.819 Class A-1 Units and 31,232.102 Class P Preferred Units of Zodiac Top Holdco, L.P., a Delaware limited partnership, and cash. As a result of the closing of the Merger. The Reporting Person no longer owns any shares of Common Stock.
The Support and Rollover Agreement, dated as of October 17, 2024, entered into by the Reporting Person with the Issuer and Parent, terminated upon consummation of the Merger. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
The information contained in rows 7, 8, 9, 10, 11 and 13 on each of the cover pages of this Schedule 13D and the information set forth or incorporated in Items 2, 3 and 6 of this Schedule 13D is incorporated by reference in its entirety into this Item 5.
As of the date hereof, the Reporting Person beneficially owns 0 shares of Common Stock. | |
| (b) | As of the date hereof, the Reporting Person beneficially owns 0 shares of Common Stock. | |
| (c) | Except as otherwise described herein, the Reporting Person has not engaged in any transactions in the Common Stock in the past 60 days. | |
| (d) | Not applicable. | |
| (e) | The Reporting Person ceased to be a beneficial owner of more than five percent of the Common Stock on the Closing Date. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Schedule 13D is hereby amended and supplemented as follows:
The information disclosed under Item 4 above is incorporated herein by reference | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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