| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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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) 09/22/2023 | ||||||||||||||||||||||||||
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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 | ||||||
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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 | ||||||||
| 3.95% / 5.50% Convertible Senior PIK Toggle Notes due 2029 | $20(6) | 09/22/2023(1) | A(1) | $150,000,000 | (4) | (4) | Class A Common Stock | 7,500,000(5) | $150,000,000 | $400,000,000 | I | Held through SLA Zurich Holdings, L.P.(2)(3) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. On March 2, 2022, affiliates of the Reporting Persons entered into an Investment Agreement with Zuora, Inc. (the "Issuer") (the "Investment Agreement"), pursuant to which, by joinder thereto, on March 24, 2022, SLA Zurich Holdings purchased $250,000,000 principal amount of 3.95% / 5.50% Convertible Senior PIK Toggle Notes due 2029 (the "Convertible Notes") issued under an indenture governing the Convertible Notes and agreed to purchase an additional $150,000,000 principal amount of Convertible Notes in a subsequent closing on or before 18 months of the Closing Date in accordance with the terms of the Investment Agreement. On September 22, 2023, SLA Zurich Holdings purchased the additional $150,000,000 principal amount of Convertible Notes pursuant to the terms of the Investment Agreement, for an aggregate purchase price of $150,000,000. |
| 2. Represents Convertible Notes held by SLA Zurich Holdings, L.P. ("SLA Zurich Holdings"). SLA Zurich GP, L.L.C. ("SLA Zurich GP") is the general partner of SLA Zurich Holdings. |
| 3. SL Alpine II Aggregator GP, L.L.C. ("SLA Aggregator") is the sole member of SLA Zurich GP and the general partner of SLA Zurich Aggregator, L.P. which separately holds Warrants to purchase shares of Class A Common Stock, $0.0001 par value per share (the "Common Stock") not reflected on this Form 4. Silver Lake Alpine Associates II, L.P. ("SLAA") is the managing member of SLA Aggregator. SLAA II (GP), L.L.C. ("SLAA GP") is the general partner of SLAA. Silver Lake Group, L.L.C. ("SLG") is the managing member of SLAA GP. Mr. Joseph Osnoss serves as a member of the board of directors of the Issuer and is a Managing Partner of SLG. Each of SLA Zurich Holdings, SLA Zurich Aggregator, SLA Zurich GP, SLA Aggregator, SLAA, SLAA GP and SLG may be deemed to be a director by deputization of the Issuer. |
| 4. In accordance with the Investment Agreement, SLA Zurich Holdings is restricted from converting the Convertible Notes prior to September 24, 2023 and the Convertible Notes mature on March 31, 2029, subject to earlier repurchase or conversion in accordance with their terms. |
| 5. This number represents the number of shares of Common Stock issuable upon conversion of the additional $150,000,000 principal amount of Convertible Notes at the initial conversion rate of 50.000 shares of Common Stock, and cash in lieu of fractional shares of Common Stock, per $1,000 principal amount of Convertible Notes. The initial conversion rate is subject to adjustment from time to time upon the occurrence of certain customary events in accordance with the terms of an indenture, dated as of March 24, 2022, by and between the Issuer and U.S. Bank National Association, as trustee. |
| 6. The conversion rate of 50.000 per $1,000 principal amount of Convertible Notes is equivalent to a conversion price of approximately $20.00 per share of Common Stock. |
| Remarks: |
| The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. This filing shall not be deemed an admission that the Reporting Persons are beneficial owners of all securities covered by this filing for purposes of Section 16 of the Exchange Act or otherwise, or are subject to Section 16 of the Exchange Act, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any. |
| /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C. | 09/25/2023 | |
| /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLAA II (GP), L.L.C. | 09/25/2023 | |
| /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLAA II (GP), L.L.C., general partner of Silver Lake Alpine Associates II, L.P. | 09/25/2023 | |
| /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLAA II (GP), L.L.C., general partner of Silver Lake Alpine Associates II, L.P., managing member of SL Alpine II Aggregator GP, L.L.C. | 09/25/2023 | |
| /s/ Andrew J. Schader, Managing Director of SLA Zurich GP, L.L.C. | 09/25/2023 | |
| /s/ Andrew J. Schader, Man. Dir. and GC of Silver Lake Group, L.L.C., managing member of SLAA II (GP), L.L.C., GP of Silver Lake Alpine Associates II, L.P., managing member of SL Alpine II Aggregator GP, L.L.C., GP of SLA Zurich Aggregator, L.P. | 09/25/2023 | |
| /s/ Andrew J. Schader, Managing Director of SLA Zurich GP, L.L.C., general partner of SLA Zurich Holdings, L.P. | 09/25/2023 | |
| /s/ Joseph Osnoss | 09/25/2023 | |
| ** 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. | ||