SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
UNDERTHE SECURITIES EXCHANGE ACTOF 1934
(Amendment No. ) *
Zuora, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
98983V 10 6
(CUSIP Number)
December 31, 2018
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule13d-1(b)
☐Rule13d-1(c)
☒Rule13d-1(d)
* | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in 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 theNotes).
CUSIP No. 98983V 10 6 | 13G |
1. | Names of Reporting Persons
Tenaya Capital V, LP | |||||
2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒ (1)
| |||||
3. | SEC USE ONLY
| |||||
4. | Citizenship or Place of Organization
Delaware |
Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
3,535,529 (2) | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
3,535,529 (2) |
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
3,535,529 (2) | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
☐ | |||||
11. | Percent of Class Represented by Amount in Row 9
4.8% (3) | |||||
12. | Type of Reporting Person (see instructions)
PN |
(1) | This statement on Schedule 13G is filed by Tenaya Capital V, LP, Tenaya CapitalV-P, LP, Tenaya Capital V GP, LP, Tenaya Capital V GP, LLC, Messrs. Thomas Banahan, Benjamin Boyer, Stewart Gollmer, Brian Melton and Brian Paul (collectively, the “Reporting Persons”). These Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
(2) | The shares are held directly by Tenaya Capital V, LP. Tenaya Capital V GP, LLC is the sole general partner of Tenaya Capital V GP, LP which serves as the sole general partner of Tenaya Capital V, LP. As such, Tenaya Capital V GP, LLC and Tenaya Capital V GP, LP possesses power to direct the voting and disposition of the shares owned by Tenaya Capital V, LP and may be deemed to have indirect beneficial ownership of the shares held by Tenaya Capital V, LP. Tenaya Capital V GP, LLC and Tenaya Capital V GP, LP own no securities of the Issuer directly. Messrs. Thomas Banahan, Benjamin Boyer, Stewart Gollmer, Brian Melton and Brian Paul are Managing Members of Tenaya Capital V GP, LLC. As such, Messrs. Thomas Banahan, Benjamin Boyer, Stewart Gollmer, Brian Melton and Brian Paul share power to direct the voting and disposition of the shares owned by Tenaya Capital V, LP and may be deemed to have indirect beneficial ownership of the shares held by Tenaya Capital V, LP. Messrs. Thomas Banahan, Benjamin Boyer, Stewart Gollmer, Brian Melton and Brian Paul own no securities of the Issuer directly. |
(3) | This beneficial ownership percentage is based on 73,181,559 shares of the Issuer’s Class A Common Stock outstanding as of November 30, 2018, as reported by the Issuer in its Quarterly Report on Form10-Q for the quarter ended October 31, 2018 filed with the SEC on December 13, 2018. |
CUSIP No. 98983V 10 6 | 13G |
1. | Names of Reporting Persons
Tenaya CapitalV-P, LP | |||||
2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒ (1)
| |||||
3. | SEC USE ONLY
| |||||
4. | Citizenship or Place of Organization
Delaware |
Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
975,708 (2) | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
975,708 (2) |
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
975,708 (2) | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
☐ | |||||
11. | Percent of Class Represented by Amount in Row 9
1.3% (3) | |||||
12. | Type of Reporting Person (see instructions)
PN |
(1) | This statement on Schedule 13G is filed by the Reporting Persons. These Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
(2) | The shares are held directly by Tenaya CapitalV-P, LP. Tenaya Capital V GP, LLC is the sole general partner of Tenaya Capital V GP, LP which serves as the sole general partner of Tenaya CapitalV-P, LP. As such, Tenaya Capital V GP, LLC and Tenaya Capital V GP, LP possesses power to direct the voting and disposition of the shares owned by Tenaya CapitalV-P, LP and may be deemed to have indirect beneficial ownership of the shares held by Tenaya CapitalV-P, LP. Tenaya Capital V GP, LLC and Tenaya Capital V GP, LP own no securities of the Issuer directly. Messrs. Thomas Banahan, Benjamin Boyer, Stewart Gollmer, Brian Melton and Brian Paul are Managing Members of Tenaya Capital V GP, LLC. As such, Messrs. Thomas Banahan, Benjamin Boyer, Stewart Gollmer, Brian Melton and Brian Paul share power to direct the voting and disposition of the shares owned by Tenaya CapitalV-P, LP and may be deemed to have indirect beneficial ownership of the shares held by Tenaya CapitalV-P, LP. Messrs. Thomas Banahan, Benjamin Boyer, Stewart Gollmer, Brian Melton and Brian Paul own no securities of the Issuer directly. |
(3) | This beneficial ownership percentage is based on 73,181,559 shares of the Issuer’s Class A Common Stock outstanding as of November 30, 2018, as reported by the Issuer in its Quarterly Report on Form10-Q for the quarter ended October 31, 2018 filed with the SEC on December 13, 2018. |
CUSIP No. 98983V 10 6 | 13G |
1. | Names of Reporting Persons
Tenaya Capital V GP, LP | |||||
2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒ (1)
| |||||
3. | SEC USE ONLY
| |||||
4. | Citizenship or Place of Organization
Delaware |
Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
4,511,237 (2) | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
4,511,237 (2) |
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
4,511,237 (2) | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
☐ | |||||
11. | Percent of Class Represented by Amount in Row 9
6.1% (3) | |||||
12. | Type of Reporting Person (see instructions)
PN |
(1) | This statement on Schedule 13G is filed by the Reporting Persons. These Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
(2) | Consists of 3,535,529 shares of Class A Common Stock held directly by Tenaya Capital V, LP and 975,708 shares of Class A Common Stock held directly by Tenaya CapitalV-P, LP. Tenaya Capital V GP, LLC is the sole general partner of Tenaya Capital V GP, LP which serves as the sole general partner of Tenaya Capital V, LP and Tenaya CapitalV-P, LP. As such, Tenaya Capital V GP, LLC and Tenaya Capital V GP, LP possesses power to direct the voting and disposition of the shares owned by Tenaya Capital V, LP and Tenaya CapitalV-P, LP and may be deemed to have indirect beneficial ownership of the shares held by Tenaya Capital V, LP and Tenaya CapitalV-P, LP. Tenaya Capital V GP, LLC and Tenaya Capital V GP, LP own no securities of the Issuer directly. Messrs. Thomas Banahan, Benjamin Boyer, Stewart Gollmer, Brian Melton and Brian Paul are Managing Members of Tenaya Capital V GP, LLC. As such, Messrs. Thomas Banahan, Benjamin Boyer, Stewart Gollmer, Brian Melton and Brian Paul share power to direct the voting and disposition of the shares owned by Tenaya Capital V, LP and Tenaya CapitalV-P, LP and may be deemed to have indirect beneficial ownership of the shares held by Tenaya Capital V, LP and Tenaya CapitalV-P, LP. Messrs. Thomas Banahan, Benjamin Boyer, Stewart Gollmer, Brian Melton and Brian Paul own no securities of the Issuer directly. |
(3) | This beneficial ownership percentage is based on 73,181,559 shares of the Issuer’s Class A Common Stock outstanding as of November 30, 2018, as reported by the Issuer in its Quarterly Report on Form10-Q for the quarter ended October 31, 2018 filed with the SEC on December 13, 2018. |
CUSIP No. 98983V 10 6 | 13G |
1. | Names of Reporting Persons
Tenaya Capital V GP, LLC | |||||
2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒ (1)
| |||||
3. | SEC USE ONLY
| |||||
4. | Citizenship or Place of Organization
Delaware |
Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
4,511,237 (2) | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
4,511,237 (2) |
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
4,511,237 (2) | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
☐ | |||||
11. | Percent of Class Represented by Amount in Row 9
6.1% (3) | |||||
12. | Type of Reporting Person (see instructions)
OO |
(1) | This statement on Schedule 13G is filed by the Reporting Persons. These Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
(2) | Consists of 3,535,529 shares of Class A Common Stock held directly by Tenaya Capital V, LP and 975,708 shares of Class A Common Stock held directly by Tenaya CapitalV-P, LP. Tenaya Capital V GP, LLC is the sole general partner of Tenaya Capital V GP, LP which serves as the sole general partner of Tenaya Capital V, LP and Tenaya CapitalV-P, LP. As such, Tenaya Capital V GP, LLC and Tenaya Capital V GP, LP possesses power to direct the voting and disposition of the shares owned by Tenaya Capital V, LP and Tenaya CapitalV-P, LP and may be deemed to have indirect beneficial ownership of the shares held by Tenaya Capital V, LP and Tenaya CapitalV-P, LP. Tenaya Capital V GP, LLC and Tenaya Capital V GP, LP own no securities of the Issuer directly. Messrs. Thomas Banahan, Benjamin Boyer, Stewart Gollmer, Brian Melton and Brian Paul are Managing Members of Tenaya Capital V GP, LLC. As such, Messrs. Thomas Banahan, Benjamin Boyer, Stewart Gollmer, Brian Melton and Brian Paul share power to direct the voting and disposition of the shares owned by Tenaya Capital V, LP and Tenaya CapitalV-P, LP and may be deemed to have indirect beneficial ownership of the shares held by Tenaya Capital V, LP and Tenaya CapitalV-P, LP. Messrs. Thomas Banahan, Benjamin Boyer, Stewart Gollmer, Brian Melton and Brian Paul own no securities of the Issuer directly. |
(3) | This beneficial ownership percentage is based on 73,181,559 shares of the Issuer’s Class A Common Stock outstanding as of November 30, 2018, as reported by the Issuer in its Quarterly Report on Form10-Q for the quarter ended October 31, 2018 filed with the SEC on December 13, 2018. |
CUSIP No. 98983V 10 6 | 13G |
1. | Names of Reporting Persons
Thomas Banahan | |||||
2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒ (1)
| |||||
3. | SEC USE ONLY
| |||||
4. | Citizenship or Place of Organization
United States of America |
Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
4,511,237 (2) | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
4,511,237 (2) |
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
4,511,237 (2) | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
☐ | |||||
11. | Percent of Class Represented by Amount in Row 9
6.1% (3) | |||||
12. | Type of Reporting Person (see instructions)
IN |
(1) | This statement on Schedule 13G is filed by the Reporting Persons. These Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
(2) | Consists of 3,535,529 shares of Class A Common Stock held directly by Tenaya Capital V, LP and 975,708 shares of Class A Common Stock held directly by Tenaya CapitalV-P, LP. Tenaya Capital V GP, LLC is the sole general partner of Tenaya Capital V GP, LP which serves as the sole general partner of Tenaya Capital V, LP and Tenaya CapitalV-P, LP. As such, Tenaya Capital V GP, LLC and Tenaya Capital V GP, LP possesses power to direct the voting and disposition of the shares owned by Tenaya Capital V, LP and Tenaya CapitalV-P, LP and may be deemed to have indirect beneficial ownership of the shares held by Tenaya Capital V, LP and Tenaya CapitalV-P, LP. Tenaya Capital V GP, LLC and Tenaya Capital V GP, LP own no securities of the Issuer directly. Messrs. Thomas Banahan, Benjamin Boyer, Stewart Gollmer, Brian Melton and Brian Paul are Managing Members of Tenaya Capital V GP, LLC. As such, Messrs. Thomas Banahan, Benjamin Boyer, Stewart Gollmer, Brian Melton and Brian Paul share power to direct the voting and disposition of the shares owned by Tenaya Capital V, LP and Tenaya CapitalV-P, LP and may be deemed to have indirect beneficial ownership of the shares held by Tenaya Capital V, LP and Tenaya CapitalV-P, LP. Messrs. Thomas Banahan, Benjamin Boyer, Stewart Gollmer, Brian Melton and Brian Paul own no securities of the Issuer directly. |
(3) | This beneficial ownership percentage is based on 73,181,559 shares of the Issuer’s Class A Common Stock outstanding as of November 30, 2018, as reported by the Issuer in its Quarterly Report on Form10-Q for the quarter ended October 31, 2018 filed with the SEC on December 13, 2018. |
CUSIP No. 98983V 10 6 | 13G |
1. | Names of Reporting Persons
Benjamin Boyer | |||||
2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒ (1)
| |||||
3. | SEC USE ONLY
| |||||
4. | Citizenship or Place of Organization
United States of America |
Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
4,511,237 (2) | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
4,511,237 (2) |
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
4,511,237 (2) | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
☐ | |||||
11. | Percent of Class Represented by Amount in Row 9
6.1% (3) | |||||
12. | Type of Reporting Person (see instructions)
IN |
(1) | This statement on Schedule 13G is filed by the Reporting Persons. These Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
(2) | Consists of 3,535,529 shares of Class A Common Stock held directly by Tenaya Capital V, LP and 975,708 shares of Class A Common Stock held directly by Tenaya CapitalV-P, LP. Tenaya Capital V GP, LLC is the sole general partner of Tenaya Capital V GP, LP which serves as the sole general partner of Tenaya Capital V, LP and Tenaya CapitalV-P, LP. As such, Tenaya Capital V GP, LLC and Tenaya Capital V GP, LP possesses power to direct the voting and disposition of the shares owned by Tenaya Capital V, LP and Tenaya CapitalV-P, LP and may be deemed to have indirect beneficial ownership of the shares held by Tenaya Capital V, LP and Tenaya CapitalV-P, LP. Tenaya Capital V GP, LLC and Tenaya Capital V GP, LP own no securities of the Issuer directly. Messrs. Thomas Banahan, Benjamin Boyer, Stewart Gollmer, Brian Melton and Brian Paul are Managing Members of Tenaya Capital V GP, LLC. As such, Messrs. Thomas Banahan, Benjamin Boyer, Stewart Gollmer, Brian Melton and Brian Paul share power to direct the voting and disposition of the shares owned by Tenaya Capital V, LP and Tenaya CapitalV-P, LP and may be deemed to have indirect beneficial ownership of the shares held by Tenaya Capital V, LP and Tenaya CapitalV-P, LP. Messrs. Thomas Banahan, Benjamin Boyer, Stewart Gollmer, Brian Melton and Brian Paul own no securities of the Issuer directly. |
(3) | This beneficial ownership percentage is based on 73,181,559 shares of the Issuer’s Class A Common Stock outstanding as of November 30, 2018, as reported by the Issuer in its Quarterly Report on Form10-Q for the quarter ended October 31, 2018 filed with the SEC on December 13, 2018. |
CUSIP No. 98983V 10 6 | 13G |
1. | Names of Reporting Persons
Stewart Gollmer | |||||
2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒ (1)
| |||||
3. | SEC USE ONLY
| |||||
4. | Citizenship or Place of Organization
United States of America |
Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
4,511,237 (2) | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
4,511,237 (2) |
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
4,511,237 (2) | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
☐ | |||||
11. | Percent of Class Represented by Amount in Row 9
6.1% (3) | |||||
12. | Type of Reporting Person (see instructions)
IN |
(1) | This statement on Schedule 13G is filed by the Reporting Persons. These Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
(2) | Consists of 3,535,529 shares of Class A Common Stock held directly by Tenaya Capital V, LP and 975,708 shares of Class A Common Stock held directly by Tenaya CapitalV-P, LP. Tenaya Capital V GP, LLC is the sole general partner of Tenaya Capital V GP, LP which serves as the sole general partner of Tenaya Capital V, LP and Tenaya CapitalV-P, LP. As such, Tenaya Capital V GP, LLC and Tenaya Capital V GP, LP possesses power to direct the voting and disposition of the shares owned by Tenaya Capital V, LP and Tenaya CapitalV-P, LP and may be deemed to have indirect beneficial ownership of the shares held by Tenaya Capital V, LP and Tenaya CapitalV-P, LP. Tenaya Capital V GP, LLC and Tenaya Capital V GP, LP own no securities of the Issuer directly. Messrs. Thomas Banahan, Benjamin Boyer, Stewart Gollmer, Brian Melton and Brian Paul are Managing Members of Tenaya Capital V GP, LLC. As such, Messrs. Thomas Banahan, Benjamin Boyer, Stewart Gollmer, Brian Melton and Brian Paul share power to direct the voting and disposition of the shares owned by Tenaya Capital V, LP and Tenaya CapitalV-P, LP and may be deemed to have indirect beneficial ownership of the shares held by Tenaya Capital V, LP and Tenaya CapitalV-P, LP. Messrs. Thomas Banahan, Benjamin Boyer, Stewart Gollmer, Brian Melton and Brian Paul own no securities of the Issuer directly. |
(3) | This beneficial ownership percentage is based on 73,181,559 shares of the Issuer’s Class A Common Stock outstanding as of November 30, 2018, as reported by the Issuer in its Quarterly Report on Form10-Q for the quarter ended October 31, 2018 filed with the SEC on December 13, 2018. |
CUSIP No. 98983V 10 6 | 13G |
1. | Names of Reporting Persons
Brian Melton | |||||
2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒ (1)
| |||||
3. | SEC USE ONLY
| |||||
4. | Citizenship or Place of Organization
United States of America |
Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
4,511,237 (2) | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
4,511,237 (2) |
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
4,511,237 (2) | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
☐ | |||||
11. | Percent of Class Represented by Amount in Row 9
6.1% (3) | |||||
12. | Type of Reporting Person (see instructions)
IN |
(1) | This statement on Schedule 13G is filed by the Reporting Persons. These Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
(2) | Consists of 3,535,529 shares of Class A Common Stock held directly by Tenaya Capital V, LP and 975,708 shares of Class A Common Stock held directly by Tenaya CapitalV-P, LP. Tenaya Capital V GP, LLC is the sole general partner of Tenaya Capital V GP, LP which serves as the sole general partner of Tenaya Capital V, LP and Tenaya CapitalV-P, LP. As such, Tenaya Capital V GP, LLC and Tenaya Capital V GP, LP possesses power to direct the voting and disposition of the shares owned by Tenaya Capital V, LP and Tenaya CapitalV-P, LP and may be deemed to have indirect beneficial ownership of the shares held by Tenaya Capital V, LP and Tenaya CapitalV-P, LP. Tenaya Capital V GP, LLC and Tenaya Capital V GP, LP own no securities of the Issuer directly. Messrs. Thomas Banahan, Benjamin Boyer, Stewart Gollmer, Brian Melton and Brian Paul are Managing Members of Tenaya Capital V GP, LLC. As such, Messrs. Thomas Banahan, Benjamin Boyer, Stewart Gollmer, Brian Melton and Brian Paul share power to direct the voting and disposition of the shares owned by Tenaya Capital V, LP and Tenaya CapitalV-P, LP and may be deemed to have indirect beneficial ownership of the shares held by Tenaya Capital V, LP and Tenaya CapitalV-P, LP. Messrs. Thomas Banahan, Benjamin Boyer, Stewart Gollmer, Brian Melton and Brian Paul own no securities of the Issuer directly. |
(3) | This beneficial ownership percentage is based on 73,181,559 shares of the Issuer’s Class A Common Stock outstanding as of November 30, 2018, as reported by the Issuer in its Quarterly Report on Form10-Q for the quarter ended October 31, 2018 filed with the SEC on December 13, 2018. |
CUSIP No. 98983V 10 6 | 13G |
1. | Names of Reporting Persons
Brian Paul | |||||
2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒ (1)
| |||||
3. | SEC USE ONLY
| |||||
4. | Citizenship or Place of Organization
United States of America |
Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
4,511,237 (2) | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
4,511,237 (2) |
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
4,511,237 (2) | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
☐ | |||||
11. | Percent of Class Represented by Amount in Row 9
6.1% (3) | |||||
12. | Type of Reporting Person (see instructions)
IN |
(1) | This statement on Schedule 13G is filed by the Reporting Persons. These Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
(2) | Consists of 3,535,529 shares of Class A Common Stock held directly by Tenaya Capital V, LP and 975,708 shares of Class A Common Stock held directly by Tenaya CapitalV-P, LP. Tenaya Capital V GP, LLC is the sole general partner of Tenaya Capital V GP, LP which serves as the sole general partner of Tenaya Capital V, LP and Tenaya CapitalV-P, LP. As such, Tenaya Capital V GP, LLC and Tenaya Capital V GP, LP possesses power to direct the voting and disposition of the shares owned by Tenaya Capital V, LP and Tenaya CapitalV-P, LP and may be deemed to have indirect beneficial ownership of the shares held by Tenaya Capital V, LP and Tenaya CapitalV-P, LP. Tenaya Capital V GP, LLC and Tenaya Capital V GP, LP own no securities of the Issuer directly. Messrs. Thomas Banahan, Benjamin Boyer, Stewart Gollmer, Brian Melton and Brian Paul are Managing Members of Tenaya Capital V GP, LLC. As such, Messrs. Thomas Banahan, Benjamin Boyer, Stewart Gollmer, Brian Melton and Brian Paul share power to direct the voting and disposition of the shares owned by Tenaya Capital V, LP and Tenaya CapitalV-P, LP and may be deemed to have indirect beneficial ownership of the shares held by Tenaya Capital V, LP and Tenaya CapitalV-P, LP. Messrs. Thomas Banahan, Benjamin Boyer, Stewart Gollmer, Brian Melton and Brian Paul own no securities of the Issuer directly. |
(3) | This beneficial ownership percentage is based on 73,181,559 shares of the Issuer’s Class A Common Stock outstanding as of November 30, 2018, as reported by the Issuer in its Quarterly Report on Form10-Q for the quarter ended October 31, 2018 filed with the SEC on December 13, 2018. |
Introductory Note: This statement on Schedule 13G is filed on behalf of the Reporting Persons, in respect of shares of Class A Common Stock of Zuora, Inc., a Delaware corporation (the “Issuer”).
Item 1(a). | Name of Issuer: |
Item 1(b). | Address of Issuer’s Principal Executive Officers: |
Zuora, Inc.
3050 South Delaware Street, Suite 301
San Mateo, California 94403
United States of America
Item 2(a). | Name of Person(s) Filing: |
Tenaya Capital V, LP
Tenaya CapitalV-P, LP
Tenaya Capital V GP, LP
Tenaya Capital V GP, LLC
Thomas Banahan
Benjamin Boyer
Stewart Gollmer
Brian Melton
Brian Paul
Item 2(b). | Address of Principal Business Office: |
Tenaya Capital
3280 Alpine Road
Portola Valley, California 94028
United States of America
Item 2(c). | Citizenship: |
Tenaya Capital V, LP | Delaware | |
Tenaya CapitalV-P, LP | Delaware | |
Tenaya Capital V GP, LP | Delaware | |
Tenaya Capital V GP, LLC | Delaware | |
Thomas Banahan | United States of America | |
Benjamin Boyer | United States of America | |
Stewart Gollmer | United States of America | |
Brian Melton | United States of America | |
Brian Paul | United States of America |
Item 2(d). | Title of Class of Securities: |
Class A Common Stock
Item 2(e). | CUSIP Number: |
98983V 10 6
Item 3. | If This Statement is Filed Pursuant toRule 13d-1(b), or13d-2(b) or (c), Check Whether the Person Filing is a: |
Not applicable.
Item 4(a). | Amount Beneficially Owned: |
Item 4(b). | Percent of Class: |
Item 4(c). | Number of shares as to which such persons have: |
The following information with respect to the ownership of the Common Stock by the Reporting Persons filing This statement on Schedule 13G is provided as of December 31, 2018:
Reporting Persons | Shares of Class A Common Stock Held Directly (1) | Shared Voting Power | Shared Dispositive Power | Beneficial Ownership | Percentage of Class (3) | |||||||||||||||
Tenaya Capital V, LP | 3,535,529 | 3,535,529 | 3,535,529 | 3,535,529 | 4.8 | % | ||||||||||||||
Tenaya CapitalV-P, LP | 975,708 | 975,708 | 975,708 | 975,708 | 1.3 | % | ||||||||||||||
Tenaya Capital V GP, LP (2) | 0 | 4,511,237 | 4,511,237 | 4,511,237 | 6.1 | % | ||||||||||||||
Tenaya Capital V GP, LLC (2) | 0 | 4,511,237 | 4,511,237 | 4,511,237 | 6.1 | % | ||||||||||||||
Thomas Banahan (2) | 0 | 4,511,237 | 4,511,237 | 4,511,237 | 6.1 | % | ||||||||||||||
Benjamin Boyer (2) | 0 | 4,511,237 | 4,511,237 | 4,511,237 | 6.1 | % | ||||||||||||||
Stewart Gollmer (2) | 0 | 4,511,237 | 4,511,237 | 4,511,237 | 6.1 | % | ||||||||||||||
Brian Melton (2) | 0 | 4,511,237 | 4,511,237 | 4,511,237 | 6.1 | % | ||||||||||||||
Brian Paul (2) | 0 | 4,511,237 | 4,511,237 | 4,511,237 | 6.1 | % |
(1) | Represents the number of shares of Class A Common Stock held by the Reporting Person as of December 31, 2018. |
(2) | Tenaya Capital V GP, LLC is the sole general partner of Tenaya Capital V GP, LP which serves as the sole general partner of Tenaya Capital V, LP and Tenaya CapitalV-P, LP. As such, Tenaya Capital V GP, LLC and Tenaya Capital V GP, LP possesses power to direct the voting and disposition of the shares owned by Tenaya Capital V, LP and Tenaya CapitalV-P, LP and may be deemed to have indirect beneficial ownership of the shares held by Tenaya Capital V, LP and Tenaya CapitalV-P, LP. Tenaya Capital V GP, LLC and Tenaya Capital V GP, LP own no securities of the Issuer directly. Messrs. Thomas Banahan, Benjamin Boyer, Stewart Gollmer, Brian Melton and Brian Paul are Managing Members of Tenaya Capital V GP, LLC. As such, Messrs. Thomas Banahan, Benjamin Boyer, Stewart Gollmer, Brian Melton and Brian Paul share power to direct the voting and disposition of the shares owned by Tenaya Capital V, LP and Tenaya CapitalV-P, LP and may be deemed to have indirect beneficial ownership of the shares held by Tenaya Capital V, LP and Tenaya CapitalV-P, LP. Messrs. Thomas Banahan, Benjamin Boyer, Stewart Gollmer, Brian Melton and Brian Paul own no securities of the Issuer directly. |
(3) | This beneficial ownership percentage is based on 73,181,559 shares of the Issuer’s Class A Common Stock outstanding as of November 30, 2018, as reported by the Issuer in its Quarterly Report on Form10-Q for the quarter ended October 31, 2018 filed with the SEC on December 13, 2018. |
Item 5. | Ownership of Five Percent or Less of a Class: |
If this statement is being filed to report the fact that as of the date hereof, the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following:☐
Item 6. | Ownership of More Than Five Percent on Behalf of Another Person: |
Not applicable.
Item 7. | Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company: |
Not applicable.
Item 8. | Identification and Classification of Members of the Group: |
Not applicable.
Item 9. | Notice of Dissolution of Group: |
Not applicable.
Item 10. | Certification: |
Not applicable.
SIGNATURES
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.
Dated: February 11, 2019
TENAYA CAPITAL V, LP | /s/ Dorian A. Merritt | |||||
By: | Tenaya Capital V GP, LP | Thomas Banahan by Dorian A. Merritt asAttorney-in-fact | ||||
Its: | General Partner | |||||
By: | Tenaya Capital V GP, LLC | |||||
Its: | General Partner | |||||
By: | /s/ Dorian A. Merritt | /s/ Dorian A. Merritt | ||||
Dorian A. Merritt asAttorney-in-fact | Benjamin Boyer by Dorian A. Merritt asAttorney-in-fact | |||||
TENAYA CAPITALV-P, LP | /s/ Dorian A. Merritt | |||||
By: | Tenaya Capital V GP, LP | Stewart Gollmer by Dorian A. Merritt asAttorney-in-fact | ||||
Its: | General Partner | |||||
By: | Tenaya Capital V GP, LLC | |||||
Its: | General Partner | |||||
By: | /s/ Dorian A. Merritt | /s/ Dorian A. Merritt | ||||
Dorian A. Merritt asAttorney-in-fact | Brian Melton by Dorian A. Merritt asAttorney-in-fact | |||||
TENAYA CAPITAL V GP, LP | /s/ Dorian A. Merritt | |||||
By: | Tenaya Capital V GP, LLC | Brian Paul by Dorian A. Merritt asAttorney-in-fact | ||||
Its: | General Partner | |||||
By: | /s/ Dorian A. Merritt | |||||
Dorian A. Merritt asAttorney-in-fact | ||||||
TENAYA CAPITAL V GP, LLC | ||||||
By: | /s/ Dorian A. Merritt | |||||
Dorian A. Merritt asAttorney-in-fact |
Exhibit(s):
Exhibit 99.1: | Joint Filing Statement | |
Exhibit 99.2: | Power of Attorney |