| 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) 04/16/2018 | ||||||||||||||||||||||||||
| 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 | ||||||
| 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 | ||||||||
| Class B Common Stock(1) | (1) | 04/16/2018 | C | 4,215,474 | (1) | (1) | Class A Common Stock | 4,215,474 | $0.00 | 4,215,474 | I | See Footnote(3) | |||
| Class B Common Stock(1) | (1) | 04/16/2018 | C | 68,998 | (1) | (1) | Class A Common Stock | 68,998 | $0.00 | 68,998 | I | See Footnotes(4)(5)(6)(7) | |||
| Series D Preferred Stock | (2) | 04/16/2018 | C | 3,170,755 | (2) | (2) | Class B Common Stock(1) | 3,170,755 | $0.00 | 0 | I | See Footnote(3) | |||
| Series E Preferred Stock | (2) | 04/16/2018 | C | 481,224 | (2) | (2) | Class B Common Stock(1) | 4,812,237 | $0.00 | 0 | I | See Footnote(3) | |||
| Series F Preferred Stock | (2) | 04/16/2018 | C | 563,495 | (2) | (2) | Class B Common Stock(1) | 563,495 | $0.00 | 0 | I | See Footnote(3) | |||
| Series D Preferred Stock | (2) | 04/16/2018 | C | 40,136 | (2) | (2) | Class B Common Stock(1) | 40,136 | $0.00 | 0 | I | By Yucca (Jersey) SLP(4)(5) | |||
| Series E Preferred Stock | (2) | 04/16/2018 | C | 13,303 | (2) | (2) | Class B Common Stock(1) | 13,303 | $0.00 | 0 | I | See Footnotes(4)(5)(6)(8) | |||
| Series F Preferred Stock | (2) | 04/16/2018 | C | 15,559 | (2) | (2) | Class B Common Stock(1) | 15,559 | $0.00 | 0 | I | See Footnotes(4)(5)(6)(9) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. 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 which occurs after the closing of the issuer's initial public offering ("IPO"), 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 IPO 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. |
| 2. Each share of the issuer's Series D Preferred Stock, Series E Preferred Stock, and Series F Preferred Stock automatically converted into 1 share of the issuer's Class B Common Stock immediately upon the closing of the IPO and has no expiration date. |
| 3. The securities are held by Index Ventures Growth II (Jersey), L.P. Index Venture Growth Associates II Limited is the general partner of Index Ventures Growth II (Jersey), L.P. Ian J Henderson, Nigel T. Greenwood, David A. Hall, Philip J. Balderson, Sinead A. Meehan and Bernard M. Dalle are directors of Index Venture Growth Associates II Limited. Ian J Henderson, Nigel T. Greenwood, David A. Hall, Philip J. Balderson, Sinead A. Meehan and Bernard M. Dalle share voting and dispositive power with respect to the securities. Each of these persons disclaims beneficial ownership of these securities except to the extent of his or her pecuniary interest therein. |
| 4. Michelangelo Volpi, a member of the issuer's Board of Directors, is a general partner with the Index Ventures group. Advisors within the Index Ventures group provide advice to Index Ventures Growth II (Jersey), L.P., Index Ventures Growth II Parallel Entrepreneur Fund (Jersey), L.P. and Yucca (Jersey) SLP (collectively, the "Index Funds"). Michelangelo Volpi is involved in making recommendations to the Index Funds, but does not hold voting or dispositive power over the shares held by the Index Funds. Michelangelo Volpi disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose. |
| 5. For the securities that are held by Yucca (Jersey) SLP, the corporate general partner of Yucca (Jersey) SLP is Yucca Associates Limited. Messrs. Nigel T. Greenwood and Ian J. Henderson are directors of Yucca Associates Limited and share voting and dispositive power with respect to the securities held by Yucca (Jersey) SLP. Each of these persons disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
| 6. Index Venture Growth Associates II Limited is the general partner of Index Ventures Growth II Parallel Entrepreneur Fund (Jersey), L.P. Ian J Henderson, Nigel T. Greenwood, David A. Hall, Philip J. Balderson, Sinead A. Meehan and Bernard M. Dalle are directors of Index Venture Growth Associates II Limited. Ian J Henderson, Nigel T. Greenwood, David A. Hall, Philip J. Balderson, Sinead A. Meehan and Bernard M. Dalle share voting and dispositive power with respect to the securities. Each of these persons disclaims beneficial ownership of these securities except to the extent of his or her pecuniary interest therein. |
| 7. Of the shares reported, (a) 15,442 shares are held directly by Index Ventures Growth II Parallel Entrepreneur Fund (Jersey), L.P., and (b) 53,556 shares are held directly by Yucca (Jersey) SLP. |
| 8. Of the shares reported, (a) 7,121 shares are held directly by Index Ventures Growth II Parallel Entrepreneur Fund (Jersey), L.P., and (b) 6,182 shares are held directly by Yucca (Jersey) SLP. |
| 9. Of the shares reported, (a) 8,321 shares are held directly by Index Ventures Growth II Parallel Entrepreneur Fund (Jersey), L.P., and (b) 7,238 shares are held directly by Yucca (Jersey) SLP. |
| Remarks: |
| INDEX VENTURE GROWTH ASSOCIATES II LIMITED, as Managing General Partner of INDEX VENTURES GROWTH II (JERSEY), L.P., By: /s/ I.J. Henderson, Its: Director | 04/16/2018 | |
| INDEX VENTURE GROWTH ASSOCIATES II LIMITED, By: /s/ I.J. Henderson, Its: Director | 04/16/2018 | |
| INDEX VENTURE GROWTH ASSOCIATES II LIMITED, as Managing General Partner of INDEX VENTURES GROWTH II PARALLEL ENTREPRENEUR FUND (JERSEY), L.P., By: /s/ I.J.Henderson, Its: Director | 04/16/2018 | |
| YUCCA (JERSEY) SLP, By Intertrust Employee Benefit Services Limited, as authorized signatory of Yucca (Jersey) SLP in its capacity as Administrator of the Index Co-Investment Scheme, By: /s/ Sarah Earles, /s/ Julie Gallon, Its: Authorized Signatories | 04/16/2018 | |
| YUCCA ASSOCIATES LIMITED, By: /s/ I.J. Henderson, Its: Director | 04/16/2018 | |
| ** 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. | ||
