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*
Index Ventures Growth II (Jersey), L.P.

(Last) (First) (Middle)
C/O EFG WEALTH SOLUTIONS (JERSEY) LTD.
NO. 1 SEATON PLACE

(Street)
ST. HELIER Y9 JEA 8YJ

(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)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/04/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Class A Common Stock 09/04/2018 C 1,053,868(1) A $0.00(1) 1,053,868(1) I See Footnote(2)
Class A Common Stock 09/05/2018 J(3) 1,042,337 D (3) 11,531 I See Footnote(2)
Class A Common Stock 09/05/2018 S 1,202 D $26.792(4) 10,329 I See Footnote(2)
Class A Common Stock 09/05/2018 S 10,329 D $26.2411(5) 0 I See Footnote(2)
Class A Common Stock 09/04/2018 C 3,860 A $0.00(1) 3,860(1) I See Footnote(6)
Class A Common Stock 09/05/2018 S 402 D $26.792(7) 3,458 I See Footnote(6)
Class A Common Stock 09/05/2018 S 3,458 D $26.2411(8) 0 I See Footnote(6)
Class A Common Stock 09/04/2018 C 13,389 A $0.00(1) 13,389(1) I See Footnote(9)
Class A Common Stock 09/05/2018 S 1,396 D $26.792(10) 11,993 I See Footnote(9)
Class A Common Stock 09/05/2018 S 11,993 D $26.2411(11) 0 I See Footnote(9)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock (1) 09/04/2018 C 1,053,868 (1) (1) Class A Common Stock(1) 1,053,868 $0.00 3,161,606 I See Footnote(2)
Class B Common Stock (1) 09/04/2018 C 3,860 (1) (1) Class A Common Stock(1) 3,860 $0.00 11,582 I See Footnote(6)
Class B Common Stock (1) 09/04/2018 C 13,389 (1) (1) Class A Common Stock(1) 13,389 $0.00 40,167 I See Footnote(9)
1. Name and Address of Reporting Person*
Index Ventures Growth II (Jersey), L.P.

(Last) (First) (Middle)
C/O EFG WEALTH SOLUTIONS (JERSEY) LTD.
NO. 1 SEATON PLACE

(Street)
ST. HELIER Y9 JEA 8YJ

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Index Venture Growth Associates II Ltd

(Last) (First) (Middle)
C/O EFG WEALTH SOLUTIONS (JERSEY) LTD.
NO. 1 SEATON PLACE

(Street)
ST. HELIER Y9 JEA 8YJ

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Index Ventures Growth II Parallel Entrepreneur Fund (Jersey), L.P.

(Last) (First) (Middle)
C/O EFG WEALTH SOLUTIONS (JERSEY) LTD.
NO. 1 SEATON PLACE

(Street)
ST. HELIER Y9 JEA 8YJ

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Yucca (Jersey) SLP

(Last) (First) (Middle)
C/O EFG WEALTH SOLUTIONS (JERSEY) LTD.
NO. 1 SEATON PLACE

(Street)
ST. HELIER Y9 JEA 8YJ

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Yucca Associates Ltd

(Last) (First) (Middle)
C/O EFG WEALTH SOLUTIONS (JERSEY) LTD.
NO. 1 SEATON PLACE

(Street)
ST. HELIER Y9 JEA 8YJ

(City) (State) (Zip)
Explanation of Responses:
1. At the request of the holder, on September 4, 2018, each such share of the issuer's Class B Common Stock converted into one (1) share of the issuer's Class A Common Stock.
2. The securities are held by Index Ventures Growth II (Jersey), L.P. ("IVG II"). Index Venture Growth Associates II Limited ("Associates") is the general partner of IVG II. Associates disclaims Section 16 beneficial ownership of the securities held by IVG II, except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that Associates is the beneficial owner of such securities for Section 16 or any other purpose.
3. On September 5, 2018, IVG II distributed, for no consideration, 1,042,337 shares of Class A Common Stock of the issuer to its limited partners, representing each such partner's pro rata interest in the shares held by IVG II. The aforementioned distributions were made in accordance with the exemptions afforded by Rule 16a-13 and Rule 16a-9 of the Securities Exchange Act of 1934, as amended.
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.705 - $27.05, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.70 - $26.68, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
6. The securities are held directly by Index Ventures Growth II Parallel Entrepreneur Fund (Jersey), L.P. ("Parallel"). Associates is the general partner of Parallel. Associates disclaims Section 16 beneficial ownership of the securities held by Parallel, except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that Associates is the beneficial owner of such securities for Section 16 or any other purpose.
7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.705 - $27.05, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.70 - $26.68, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
9. The securities are held directly by Yucca (Jersey) SLP ("Yucca"). The general partner of Yucca is Yucca Associates Limited ("YAL"). YAL disclaims Section 16 beneficial ownership of the securities held by Yucca, except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that YAL is the beneficial owner of such securities for Section 16 or any other purpose.
10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.705 - $27.05, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.70 - $26.68, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
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 09/06/2018
INDEX VENTURE GROWTH ASSOCIATES II LIMITED, By: /s/ I.J. Henderson, Its: Director 09/06/2018
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 09/06/2018
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 09/06/2018
YUCCA ASSOCIATES LIMITED, By: /s/ I.J. Henderson, Its: Director 09/06/2018
** 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).
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