X0508 4 2025-02-14 true 0001423774 ZUORA INC ZUO 0001735409 Tzuo Tien C/O ZUORA, INC. 101 REDWOOD SHORES PARKWAY REDWOOD CITY CA 94065 true true Chairman and CEO false Class A Common Stock 2025-02-14 4 D 0 110104 10 D 0 D Class B Common Stock 2025-02-14 4 D 0 7698605 10 D Class B Common Stock 7698605 0 I By 70 Thirty Trust Class B Common Stock 2025-02-14 4 D 0 640542 10 D Class B Common Stock 640542 0 I By The Next Left Trust Stock Option (right to buy) 7.94 2025-02-14 4 D 0 362406 D Class A Common Stock 362406 0 D Stock Option (right to buy) 22.1 2025-02-14 4 D 0 350000 0 D Class A Common Stock 350000 0 D Stock Option (right to buy) 11.66 2025-02-14 4 D 0 350000 0 D Class A Common Stock 350000 0 D Stock Option (right to buy) 15.64 2025-02-14 4 D 0 500000 0 D Class A Common Stock 500000 0 D Restricted Stock Units (RSU) (Class A) 2025-02-14 4 D 0 12500 10 D Class A Common Stock 12500 0 D Restricted Stock Units (RSU) (Class A) 2025-02-14 4 D 0 291669 10 D Class A Common Stock 291669 0 D Restricted Stock Units (RSU) (Class A) 2025-02-14 4 D 0 225000 10 D Class A Common Stock 225000 0 D Restricted Stock Units (RSU) (Class A) 2025-02-14 4 D 0 600000 10 D Class A Common Stock 600000 0 D Performance Stock Units (PSU) (Class A) 2025-02-14 4 D 0 300000 0 D Class A Common Stock 300000 0 D On February 14, 2025 (the "Effective Time"), pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 17, 2024, by and among Zodiac Purchase, L.L.C. ("Parent"), Zodiac Acquisition Sub, Inc. ("Merger Sub") and Zuora (the "Company"), Merger Sub merged with and into the Company with the Company surviving the merger as a wholly owned subsidiary of Parent. At the Effective Time, each of the Reporting Person's shares of Class A Common Stock and Class B Common Stock (together, the "Common Stock"), issued and outstanding immediately prior to the Effective Time were automatically canceled and converted into the right to receive $10.00 per share in cash without interest thereon, and less any applicable tax withholdings (the "Merger Consideration"). The Reporting Person is a trustee of the 70 Thirty Trust. The Reporting Person is a trustee of The Next Left Trust. Pursuant to the Merger Agreement, each outstanding Company Stock Option, whether or not vested and exercisable, with a per share exercise price that is less than the Merger Consideration, was canceled immediately prior to the Effective Time and converted into the Reporting Person's right to receive an amount in cash, without interest and less applicable withholding taxes (a "Converted Option Award"), equal to the product the excess of the Merger Consideration over the per share exercise price of such Company Stock Option multiplied the number of shares of Common Stock issuable upon exercise of the Company Stock Option immediately prior to the Effective Date. Pursuant to the Merger Agreement, each outstanding Company Stock Option, whether or not vested and exercisable, with a per share exercise price equal to or greater than the Merger Consideration was canceled immediately prior to the Effective Time for no consideration. Pursuant to the Merger Agreement, at the Effective Time, each of the Reporting Person's restricted stock units ("RSUs") outstanding immediately prior to the Effective Time were automatically canceled and converted into the right to receive cash equal to the product of the number of shares of Common Stock subject to the RSU multiplied by the Merger Consideration (the "Converted RSU Award"). The Converted RSU Award will vest and become payable subject to and in accordance with the same vesting schedule and other terms and conditions applicable to the corresponding RSU immediately prior to the Effective Time, including any acceleration of vesting provisions. Pursuant to the Merger Agreement, this RSU covering shares of Common Stock outstanding immediately prior to the Effective Time that was subject in whole or in part to performance-based vesting conditions was forfeited immediately prior to the Effective Time for no consideration. /s/ Diana Lorenz as attorney-in-fact for Tien Tzuo 2025-02-14