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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (Right to buy Class B Common Stock) | $ 3.04 | 07/11/2024 | M | 28,891 | (6) | 11/18/2024 | Class B Common Stock | 28,891 | $ 0 | 825,269 | D | ||||
| Class B Common Stock | (7) | 07/11/2024 | M | 28,891 | (7) | (7) | Class A Common Stock | 28,891 | $ 0 | 28,891 | D | ||||
| Class B Common Stock | (7) | 07/11/2024 | C | 28,891 | (7) | (7) | Class A Common Stock | 28,891 | $ 0 | 0 | D | ||||
| Stock Option (Right to buy Class B Common Stock) | $ 3.04 | 07/12/2024 | M | 11,200 | (6) | 11/18/2024 | Class B Common Stock | 11,200 | $ 0 | 814,069 | D | ||||
| Class B Common Stock | (7) | 07/12/2024 | M | 11,200 | (7) | (7) | Class A Common Stock | 11,200 | $ 0 | 11,200 | D | ||||
| Class B Common Stock | (7) | 07/12/2024 | C | 11,200 | (7) | (7) | Class A Common Stock | 11,200 | $ 0 | 0 | D | ||||
| Stock Option (Right to buy Class B Common Stock) | $ 3.04 | 07/15/2024 | M | 81,731 | (6) | 11/18/2024 | Class B Common Stock | 81,731 | $ 0 | 732,338 | D | ||||
| Class B Common Stock | (7) | 07/15/2024 | M | 81,731 | (7) | (7) | Class A Common Stock | 81,731 | $ 0 | 81,731 | D | ||||
| Class B Common Stock | (7) | 07/15/2024 | C | 81,731 | (7) | (7) | Class A Common Stock | 81,731 | $ 0 | 0 | D | ||||
| Class B Common Stock | (7) | (7) | (7) | Class A Common Stock | 7,371,703 | 7,371,703 | I | By 70 Thirty Trust (8) | |||||||
| Class B Common Stock | (7) | (7) | (7) | Class A Common Stock | 640,542 | 640,542 | I | By The Next Left Trust (9) | |||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Tzuo Tien C/O ZUORA, INC. 101 REDWOOD SHORES PARKWAY REDWOOD CITY, CA 94065 |
X | X | Chairman and CEO | |
| /s/ Erika Ward as attorney-in-fact for Tien Tzuo | 07/15/2024 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | This transaction was effected pursuant to a 10b5-1 trading plan adopted by the Reporting Person on June 22, 2023. |
| (2) | The Reporting Person intends to use a majority of the net proceeds from the sale of these shares of Zuora Class A Common Stock to fund future exercise(s), via exercise-and-hold transaction(s), of his outstanding stock option that expires on November 18, 2024 to acquire Zuora Class B Common Stock. |
| (3) | Represents the weighted average sale price. The lowest price at which shares were sold was $9.00 and the highest price at which shares were sold was $9.03. The Reporting Person undertakes to provide upon request to the staff of the U.S. Securities and Exchange Commission, Zuora or its stockholders, full information regarding the total number of shares sold at each separate price within the range set forth in this footnote. |
| (4) | Represents the weighted average sale price. The lowest price at which shares were sold was $9.00 and the highest price at which shares were sold was $9.01. The Reporting Person undertakes to provide upon request to the staff of the U.S. Securities and Exchange Commission, Zuora 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) | Represents the weighted average sale price. The lowest price at which shares were sold was $9.00 and the highest price at which shares were sold was $9.18. The Reporting Person undertakes to provide upon request to the staff of the U.S. Securities and Exchange Commission, Zuora or its stockholders, full information regarding the total number of shares sold at each separate price within the range set forth in this footnote. |
| (6) | This option is fully vested and exercisable. |
| (7) | Each share of Zuora's Class B Common Stock will convert into one share of Zuora's Class A Common Stock (a) at the option of the holder or (b) automatically upon (i) any transfer, except for certain permitted transfers, or (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 Zuora'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 Zuora's common stock, and has no expiration date. |
| (8) | The Reporting Person is a trustee of the 70 Thirty Trust. |
| (9) | The Reporting Person is a trustee of The Next Left Trust. |