Zuora Form 4 / Tien Tzuo ownership change

SEC Form 4

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^*

Tzuo Tien

(Last)

(First)

(Middle)

C/O ZUORA, INC.

101 REDWOOD SHORES PARKWAY

(Street)

REDWOOD CITY

94065

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2024

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	09/30/2024		M		12,500	A	$0	18,852	D
Class A Common Stock	09/30/2024		M		58,333	A	$0	77,185	D
Class A Common Stock	09/30/2024		M		50,000	A	$0	127,185	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units (RSU)(Class A)	⁽¹⁾	09/30/2024		M			12,500	⁽²⁾	⁽³⁾	Class A Common Stock	12,500	$0	25,000	D
Restricted Stock Units (RSU)(Class A)	⁽¹⁾	09/30/2024		M			58,333	⁽⁴⁾	⁽³⁾	Class A Common Stock	58,333	$0	350,002	D
Restricted Stock Units (RSU)(Class A)	⁽¹⁾	09/30/2024		M			50,000	⁽⁵⁾	⁽³⁾	Class A Common Stock	50,000	$0	250,000	D
Stock Option (Right to buy Class B Common Stock)	$3.04	10/01/2024		M⁽⁶⁾			571,785	⁽⁷⁾	11/18/2024	Class B Common Stock	571,785	$0	0	D
Class B Common Stock	⁽⁸⁾	10/01/2024		M⁽⁶⁾		571,785		⁽⁸⁾	⁽⁸⁾	Class A Common Stock	571,785	$0	571,785	D
Class B Common Stock	⁽⁸⁾	10/01/2024		F⁽⁶⁾			392,083	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	392,083	$0	179,702	D
Class B Common Stock	⁽⁸⁾	10/01/2024		G			179,702	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	179,702	$0	0	D
Class B Common Stock	⁽⁸⁾	10/01/2024		G		179,702		⁽⁸⁾	⁽⁸⁾	Class A Common Stock	179,702	$0	7,698,605	I	By 70 Thirty Trust⁽⁹⁾
Class B Common Stock	⁽⁸⁾							⁽⁸⁾	⁽⁸⁾	Class A Common Stock	640,542		640,542	I	By The Next Left Trust⁽¹⁰⁾

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Zuora's Class A Common Stock upon vesting for no consideration.

2. The RSUs vest over four years, with 1/8 of the shares underlying the initial award vesting on September 30, 2021, and the remaining shares vesting as to 1/16 of the shares underlying the initial award quarterly thereafter, so long as the Reporting Person continues to provide services to Zuora through each vesting date.

3. RSUs do not expire; these securities either vest and settle or are canceled prior to the vesting date.

4. The RSUs vest over three years, with 1/6 of the shares underlying the initial award vesting on September 30, 2023, and the remaining shares vesting as to 1/12 of the shares underlying the initial award quarterly thereafter, so long as the Reporting Person continues to provide services to Zuora through each vesting date.

5. The RSUs vest over three years, with 1/6 of the shares underlying the initial award vesting on September 30, 2024, and the remaining shares vesting as to 1/12 of the shares underlying the initial award quarterly thereafter, so long as the Reporting Person continues to provide services to Zuora through each vesting date.

6. Represents a "net exercise" of the Reporting Person's outstanding stock option that expires on November 18, 2024. The Reporting Person received 179,702 shares of Class B Common Stock on net exercise of option to purchase 571,785 shares of Class B Common Stock, as Zuora withheld 392,083 shares of Class B Common Stock underlying the option for payment of the exercise price and tax withholdings, using the closing stock price on October 1, 2024 of $8.38. Upon exercise of this option, the 179,702 shares acquired will retain their status as Class B Common Stock. No shares were sold as part of this transaction.

7. This option is fully vested and exercisable.

8. 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.

9. The Reporting Person is a trustee of the 70 Thirty Trust.

10. The Reporting Person is a trustee of The Next Left Trust.

Remarks:

	/s/ Erika Ward as attorney-in-fact for Tien Tzuo	10/02/2024
	** 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.

Zuora (ZUO) Form 4ZUORA / Tien Tzuo ownership change