0001144204-19-006159.txt : 20190211 0001144204-19-006159.hdr.sgml : 20190211 20190211132619 ACCESSION NUMBER: 0001144204-19-006159 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190211 DATE AS OF CHANGE: 20190211 GROUP MEMBERS: ALEXANDRE BALKANSKI GROUP MEMBERS: BENCHMARK CAPITAL MANAGEMENT CO. V, L.L.C. GROUP MEMBERS: BENCHMARK FOUNDERS' FUND V, L.P. GROUP MEMBERS: BENCHMARK FOUNDERS' FUND V-A, L.P. GROUP MEMBERS: BENCHMARK FOUNDERS' FUND V-B, L.P. GROUP MEMBERS: BRUCE W. DUNLEVIE GROUP MEMBERS: J. WILLIAM GURLEY GROUP MEMBERS: KEVIN R. HARVEY GROUP MEMBERS: MITCHELL H. LASKY GROUP MEMBERS: PETER FENTON GROUP MEMBERS: ROBERT C. KAGLE GROUP MEMBERS: STEVEN M. SPURLOCK SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ZUORA INC CENTRAL INDEX KEY: 0001423774 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 205530976 FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-90462 FILM NUMBER: 19584195 BUSINESS ADDRESS: STREET 1: 3050 SOUTH DELAWARE STREET STREET 2: SUITE 301 CITY: SAN MATEO STATE: CA ZIP: 94403 BUSINESS PHONE: 800-425-1281 MAIL ADDRESS: STREET 1: 3050 SOUTH DELAWARE STREET STREET 2: SUITE 301 CITY: SAN MATEO STATE: CA ZIP: 94403 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Benchmark Capital Partners V L P CENTRAL INDEX KEY: 0001297648 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 2480 SAND HILL RD STREET 2: SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-854-8180 MAIL ADDRESS: STREET 1: 2480 SAND HILL RD STREET 2: SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 SC 13G 1 tv512794_sc13g.htm SC 13G

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Schedule 13G

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

 

(Amendment No. _____)*

 

Zuora, Inc.

(Name of Issuer)

 

Class A Common Stock

(Title of Class of Securities)

 

98983V106

(CUSIP Number)

 

December 31, 2018

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨       Rule 13d-1(b)

 

¨       Rule 13d-1(c)

 

x       Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

(Continued on following pages)

 

Page 1 of 21 Pages

Exhibit Index Contained on Page 18

 

 

 

 

 

 

CUSIP NO. 98983V106 13 G Page 2 of 21

 

1 NAME OF REPORTING PERSON          Benchmark Capital Partners V, L.P. (“BCP V”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

 

(a)        ¨        (b)        x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 5 SOLE VOTING POWER
5,882,624 shares*, except that Benchmark Capital Management Co. V, L.L.C. (“BCMC V”), the general partner of BCP V, may be deemed to have sole power to vote these shares, and Alexandre Balkanski (“Balkanski”), Bruce W. Dunlevie (“Dunlevie”), Peter Fenton (“Fenton”), J. William Gurley (“Gurley”), Kevin R. Harvey (“Harvey”), Robert C. Kagle (“Kagle”), Mitchell H. Lasky (“Lasky”) and Steven M. Spurlock (“Spurlock”), the members of BCMC V, may be deemed to have shared power to vote these shares.
6 SHARED VOTING POWER
See response to row 5.
7 SOLE DISPOSITIVE POWER
5,882,624 shares*, except that BCMC V, the general partner of BCP V, may be deemed to have sole power to dispose of these shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle, Lasky and Spurlock, the members of BCMC V, may be deemed to have shared power to dispose of these shares.
8 SHARED DISPOSITIVE POWER
See response to row 7.
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

5,882,624

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

 

7.4%

12

TYPE OF REPORTING PERSON

 

PN

* Represents 5,882,624 shares of Class B Common Stock held directly by BCP V. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 5,882,624 shares of Class B Common Stock held by BCP V). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 5.4%.

 

 

 

 

CUSIP NO. 98983V106 13 G Page 3 of 21

 

1 NAME OF REPORTING PERSON          Benchmark Founders’ Fund V, L.P. (“BFF V”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

 

(a)        ¨        (b)        x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 5 SOLE VOTING POWER

720,849 shares*, except that BCMC V, the general partner of BFF V, may be deemed to have sole power to vote these shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle, Lasky and Spurlock, the members of BCMC V, may be deemed to have shared power to vote these shares.

6 SHARED VOTING POWER
See response to row 5.
7

SOLE DISPOSITIVE POWER

720,849 shares*, except that BCMC V, the general partner of BFF V, may be deemed to have sole power to dispose of these shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle, Lasky and Spurlock, the members of BCMC V, may be deemed to have shared power to dispose of these shares.

8 SHARED DISPOSITIVE POWER
See response to row 7.
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

720,849

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

 

1.0%

12

TYPE OF REPORTING PERSON

 

 

PN

* Represents 720,849 shares of Class B Common Stock held directly by BFF V. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 720,849 shares of Class B Common Stock held by BFF V). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 0.7%.

 

 

 

 

CUSIP NO. 98983V106 13 G Page 4 of 21

 

1 NAME OF REPORTING PERSON          Benchmark Founders’ Fund V-A, L.P. (“BFF V-A”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

 

(a)        ¨        (b)        x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 5 SOLE VOTING POWER

138,016 shares*, except that BCMC V, the general partner of BFF V-A, may be deemed to have sole power to vote these shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle, Lasky and Spurlock, the members of BCMC V, may be deemed to have shared power to vote these shares.

6 SHARED VOTING POWER
See response to row 5.
7

SOLE DISPOSITIVE POWER

138,016 shares*, except that BCMC V, the general partner of BFF V-A, may be deemed to have sole power to dispose of these shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle, Lasky and Spurlock, the members of BCMC V, may be deemed to have shared power to dispose of these shares.

8 SHARED DISPOSITIVE POWER
See response to row 7.
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

138,016

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0.2%

12

TYPE OF REPORTING PERSON

 

PN

* Represents 138,016 shares of Class B Common Stock held directly by BFF V-A. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 138,016 shares of Class B Common Stock held by BFF V-A). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 0.1%.

 

 

 

 

CUSIP NO. 98983V106 13 G Page 5 of 21

 

1 NAME OF REPORTING PERSON          Benchmark Founders’ Fund V-B, L.P. (“BFF V-B”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

 

(a)        ¨        (b)        x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 5 SOLE VOTING POWER

108,601 shares*, except that BCMC V, the general partner of BFF V-B, may be deemed to have sole power to vote these shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle, Lasky and Spurlock, the members of BCMC V, may be deemed to have shared power to vote these shares.

6 SHARED VOTING POWER
See response to row 5.
7

SOLE DISPOSITIVE POWER

108,601 shares*, except that BCMC V, the general partner of BFF V-B, may be deemed to have sole power to dispose of these shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle, Lasky and Spurlock, the members of BCMC V, may be deemed to have shared power to dispose of these shares.

8 SHARED DISPOSITIVE POWER
See response to row 7.
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

108,601

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0.1%

12

TYPE OF REPORTING PERSON

 

 

PN

* Represents 108,601 shares of Class B Common Stock held directly by BFF V-B. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 108,601 shares of Class B Common Stock held by BFF V-B). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 0.1%.

 

 

 

 

CUSIP NO. 98983V106 13 G Page 6 of 21

 

1 NAME OF REPORTING PERSON          Benchmark Capital Management Co. V, L.L.C.
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

 

(a)        ¨        (b)        x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 5 SOLE VOTING POWER

7,693,293 shares*, of which 5,882,624 are directly owned by BCP V, 720,849 are directly owned by BFF V, 138,016 are directly owned by BFF V-A, 108,601 are directly owned by BFF V-B and 843,203 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V, the general partner of BCP V, BFF V, BFF V-A and BFF V-B, may be deemed to have sole power to vote these shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle, Lasky and Spurlock, the members of BCMC V, may be deemed to have shared power to vote these shares.

6 SHARED VOTING POWER
See response to row 5.
7

SOLE DISPOSITIVE POWER

7,693,293 shares*, of which 5,882,624 are directly owned by BCP V, 720,849 are directly owned by BFF V, 138,016 are directly owned by BFF V-A, 108,601 are directly owned by BFF V-B and 843,203 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V, the general partner of BCP V, BFF V, BFF V-A and BFF V-B, may be deemed to have sole power to dispose of these shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle, Lasky and Spurlock, the members of BCMC V, may be deemed to have shared power to dispose of these shares.

8 SHARED DISPOSITIVE POWER
See response to row 7.
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

7,693,293

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

9.5%

12

TYPE OF REPORTING PERSON

 

 

OO

* Represents an aggregate of 7,693,293 shares of Class B Common Stock held directly by BCP V, BFF V, BFF V-A and BFF V-B, respectively. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 7,693,293 shares of Class B Common Stock held by BCP V, BFF V, BFF V-A and BFF V-B, respectively). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 7.1%

 

 

 

 

CUSIP NO. 98983V106 13 G Page 7 of 21

 

1 NAME OF REPORTING PERSON          Alexandre Balkanski
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

 

(a)        ¨        (b)        x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION

U.S. Citizen


NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 5 SOLE VOTING POWER

0 shares

6 SHARED VOTING POWER
7,693,293 shares*, of which 5,882,624 are directly owned by BCP V, 720,849 are directly owned by BFF V, 138,016 are directly owned by BFF V-A, 108,601 are directly owned by BFF V-B and 843,203 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Balkanski, a member of BCMC V, may be deemed to have shared power to vote these shares.
7

SOLE DISPOSITIVE POWER

0 shares

8 SHARED DISPOSITIVE POWER
7,693,293 shares*, of which 5,882,624 are directly owned by BCP V, 720,849 are directly owned by BFF V, 138,016 are directly owned by BFF V-A, 108,601 are directly owned by BFF V-B and 843,203 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Balkanski, a member of BCMC V, may be deemed to have shared power to have shared power to dispose of these shares.
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

7,693,293

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

 

9.5%

12

TYPE OF REPORTING PERSON

 

 

IN

* Represents an aggregate of 7,693,293 shares of Class B Common Stock held directly by BCP V, BFF V, BFF V-A and BFF V-B, respectively. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 7,693,293 shares of Class B Common Stock held by BCP V, BFF V, BFF V-A and BFF V-B, respectively). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 7.1%

 

 

 

 

CUSIP NO. 98983V106 13 G Page 8 of 21

 

1 NAME OF REPORTING PERSON          Bruce W. Dunlevie
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

 

(a)        ¨        (b)        x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 5 SOLE VOTING POWER

0 shares.

6 SHARED VOTING POWER
7,693,293 shares*, of which 5,882,624 are directly owned by BCP V, 720,849 are directly owned by BFF V, 138,016 are directly owned by BFF V-A, 108,601 are directly owned by BFF V-B and 843,203 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Dunlevie, a member of BCMC V, may be deemed to have shared power to vote these shares.
7

SOLE DISPOSITIVE POWER

0 shares.

8 SHARED DISPOSITIVE POWER
7,693,293 shares*, of which 5,882,624 are directly owned by BCP V, 720,849 are directly owned by BFF V, 138,016 are directly owned by BFF V-A, 108,601 are directly owned by BFF V-B and 843,203 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Dunlevie, a member of BCMC V, may be deemed to have shared power to dispose of these shares.
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

7,693,293

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

9.5%

12

TYPE OF REPORTING PERSON

 

IN

* Represents an aggregate of 7,693,293 shares of Class B Common Stock held directly by BCP V, BFF V, BFF V-A and BFF V-B, respectively. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 7,693,293 shares of Class B Common Stock held by BCP V, BFF V, BFF V-A and BFF V-B, respectively). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 7.1%

 

 

 

 

CUSIP NO. 98983V106 13 G Page 9 of 21

 

1 NAME OF REPORTING PERSON          Peter Fenton
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

 

(a)        ¨        (b)        x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 5 SOLE VOTING POWER

97,793 shares

6 SHARED VOTING POWER
7,693,293 shares*, of which 5,882,624 are directly owned by BCP V, 720,849 are directly owned by BFF V, 138,016 are directly owned by BFF V-A, 108,601 are directly owned by BFF V-B and 843,203 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Fenton, a member of BCMC V, may be deemed to have shared power to vote these shares.
7

SOLE DISPOSITIVE POWER

97,793 shares

8 SHARED DISPOSITIVE POWER

7,693,293 shares*, of which 5,882,624 are directly owned by BCP V, 720,849 are directly owned by BFF V, 138,016 are directly owned by BFF V-A, 108,601 are directly owned by BFF V-B and 843,203 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Fenton, a member of BCMC V, may be deemed to have shared power to dispose of these shares.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

7,791,086

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

 

9.6%

12

TYPE OF REPORTING PERSON

 

IN

* Represents an aggregate of 7,693,293 shares of Class B Common Stock held directly by BCP V, BFF V, BFF V-A and BFF V-B, respectively. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 7,693,293 shares of Class B Common Stock held by BCP V, BFF V, BFF V-A and BFF V-B, respectively). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 7.2%

 

 

 

 

CUSIP NO. 98983V106 13 G Page 10 of 21

 

1 NAME OF REPORTING PERSON          J. William Gurley
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

 

(a)        ¨        (b)        x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 5 SOLE VOTING POWER

1,195 shares

6 SHARED VOTING POWER
7,693,293 shares*, of which 5,882,624 are directly owned by BCP V, 720,849 are directly owned by BFF V, 138,016 are directly owned by BFF V-A, 108,601 are directly owned by BFF V-B and 843,203 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Gurley, a member of BCMC V, may be deemed to have shared power to vote these shares.
7

SOLE DISPOSITIVE POWER

1,195 shares

8 SHARED DISPOSITIVE POWER

7,693,293 shares*, of which 5,882,624 are directly owned by BCP V, 720,849 are directly owned by BFF V, 138,016 are directly owned by BFF V-A, 108,601 are directly owned by BFF V-B and 843,203 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Gurley, a member of BCMC V, may be deemed to have shared power to dispose of these shares.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

7,694,488

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

 

9.5%

12

TYPE OF REPORTING PERSON

 

IN

* Represents an aggregate of 7,693,293 shares of Class B Common Stock held directly by BCP V, BFF V, BFF V-A and BFF V-B, respectively. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 7,693,293 shares of Class B Common Stock held by BCP V, BFF V, BFF V-A and BFF V-B, respectively). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 7.1%

 

 

 

 

CUSIP NO. 98983V106 13 G Page 11 of 21

 

1 NAME OF REPORTING PERSON          Kevin R. Harvey
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

 

(a)        ¨        (b)        x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 5 SOLE VOTING POWER

157,524 shares

6 SHARED VOTING POWER
7,693,293 shares*, of which 5,882,624 are directly owned by BCP V, 720,849 are directly owned by BFF V, 138,016 are directly owned by BFF V-A, 108,601 are directly owned by BFF V-B and 843,203 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Harvey, a member of BCMC V, may be deemed to have shared power to vote these shares.
7

SOLE DISPOSITIVE POWER

157,524 shares

8 SHARED DISPOSITIVE POWER
7,693,293 shares*, of which 5,882,624 are directly owned by BCP V, 720,849 are directly owned by BFF V, 138,016 are directly owned by BFF V-A, 108,601 are directly owned by BFF V-B and 843,203 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Harvey, a member of BCMC V, may be deemed to have shared power to dispose of these shares.
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

7,850,817

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

9.7%

12

TYPE OF REPORTING PERSON

 

IN

* Represents an aggregate of 7,693,293 shares of Class B Common Stock held directly by BCP V, BFF V, BFF V-A and BFF V-B, respectively. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 7,693,293 shares of Class B Common Stock held by BCP V, BFF V, BFF V-A and BFF V-B, respectively). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 7.2%

 

 

 

 

CUSIP NO. 98983V106 13 G Page 12 of 21

 

1 NAME OF REPORTING PERSON          Robert C. Kagle
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

 

(a)        ¨        (b)        x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 5 SOLE VOTING POWER

0 shares

6 SHARED VOTING POWER

7,693,293 shares*, of which 5,882,624 are directly owned by BCP V, 720,849 are directly owned by BFF V, 138,016 are directly owned by BFF V-A, 108,601 are directly owned by BFF V-B and 843,203 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Kagle, a member of BCMC V, may be deemed to have shared power to vote these shares.

7

SOLE DISPOSITIVE POWER

0 shares

8 SHARED DISPOSITIVE POWER

7,693,293 shares*, of which 5,882,624 are directly owned by BCP V, 720,849 are directly owned by BFF V, 138,016 are directly owned by BFF V-A, 108,601 are directly owned by BFF V-B and 843,203 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Kagle, a member of BCMC V, may be deemed to have shared power to dispose of these shares.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

7,693,293

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

9.5%

12

TYPE OF REPORTING PERSON

 

 

IN

* Represents an aggregate of 7,693,293 shares of Class B Common Stock held directly by BCP V, BFF V, BFF V-A and BFF V-B, respectively. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 7,693,293 shares of Class B Common Stock held by BCP V, BFF V, BFF V-A and BFF V-B, respectively). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 7.1%

 

 

 

 

CUSIP NO. 98983V106 13 G Page 13 of 21

 

1 NAME OF REPORTING PERSON          Mitchell H. Lasky
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

 

(a)        ¨        (b)        x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 5 SOLE VOTING POWER

0 shares

6 SHARED VOTING POWER

7,693,293 shares*, of which 5,882,624 are directly owned by BCP V, 720,849 are directly owned by BFF V, 138,016 are directly owned by BFF V-A, 108,601 are directly owned by BFF V-B and 843,203 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Lasky, a member of BCMC V, may be deemed to have shared power to vote these shares.

7

SOLE DISPOSITIVE POWER

0 shares

8 SHARED DISPOSITIVE POWER

7,693,293 shares*, of which 5,882,624 are directly owned by BCP V, 720,849 are directly owned by BFF V, 138,016 are directly owned by BFF V-A, 108,601 are directly owned by BFF V-B and 843,203 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Lasky, a member of BCMC V, may be deemed to have shared power to dispose of these shares.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

7,693,293

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

 

9.5%

12

TYPE OF REPORTING PERSON

 

IN

* Represents an aggregate of 7,693,293 shares of Class B Common Stock held directly by BCP V, BFF V, BFF V-A and BFF V-B, respectively. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 7,693,293 shares of Class B Common Stock held by BCP V, BFF V, BFF V-A and BFF V-B, respectively). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 7.1%

 

 

 

 

CUSIP NO. 98983V106 13 G Page 14 of 21

 

1 NAME OF REPORTING PERSON          Steven M. Spurlock
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

 

(a)        ¨        (b)        x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 5 SOLE VOTING POWER

0 shares

6 SHARED VOTING POWER

7,693,293 shares*, of which 5,882,624 are directly owned by BCP V, 720,849 are directly owned by BFF V, 138,016 are directly owned by BFF V-A, 108,601 are directly owned by BFF V-B and 843,203 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Spurlock, a member of BCMC V, may be deemed to have shared power to vote these shares.

7

SOLE DISPOSITIVE POWER

0 shares

8 SHARED DISPOSITIVE POWER

7,693,293 shares*, of which 5,882,624 are directly owned by BCP V, 720,849 are directly owned by BFF V, 138,016 are directly owned by BFF V-A, 108,601 are directly owned by BFF V-B and 843,203 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Spurlock, a member of BCMC V, may be deemed to have shared power to dispose of these shares.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

7,693,293

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

 

9.5%

12

TYPE OF REPORTING PERSON

 

IN

* Represents an aggregate of 7,693,293 shares of Class B Common Stock held directly by BCP V, BFF V, BFF V-A and BFF V-B, respectively. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 7,693,293 shares of Class B Common Stock held by BCP V, BFF V, BFF V-A and BFF V-B, respectively). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 7.1%

 

 

 

 

CUSIP NO. 98983V106 13 G Page 15 of 21

 

ITEM 1(A).NAME OF ISSUER

 

Zuora, Inc.

 

ITEM 1(B).ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES

 

3050 South Delaware Street, Suite 301

San Mateo, California 94403

 

ITEM 2(A).NAME OF PERSONS FILING

 

This Statement is filed by Benchmark Capital Partners V, L.P., a Delaware limited partnership (“BCP V”), Benchmark Founders’ Fund V, L.P., a Delaware limited partnership (“BFF V”), Benchmark Founders’ Fund V-A, L.P., a Delaware limited partnership (“BFF V-A”), Benchmark Founders’ Fund V-B, L.P., a Delaware limited partnership (“BFF V-B”), Benchmark Capital Management Co. V, L.L.C., a Delaware limited liability company (“BCMC V”), and Alexandre Balkanski (“Balkanski”), Bruce W. Dunlevie (“Dunlevie”), Peter Fenton (“Fenton”), J. William Gurley (“Gurley”), Kevin R. Harvey (“Harvey”), Robert C. Kagle (“Kagle”), Mitchell H. Lasky (“Lasky”) and Steven M. Spurlock (“Spurlock”). The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”

 

BCMC V, the general partner of BCP V, BFF V, BFF V-A and BFF V-B, may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by BCP V, BFF V, BFF V-A and BFF V-B.

 

Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle, Lasky and Spurlock are members of BCMC V and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by BCP V, BFF V, BFF V-A and BFF V-B.

 

ITEM 2(B).ADDRESS OF PRINCIPAL BUSINESS OFFICE

 

The address for each reporting person is:

 

Benchmark

2965 Woodside Road

Woodside, California 94062

 

ITEM 2(C).CITIZENSHIP

 

BCP V, BFF V, BFF V-A and BFF V-B are Delaware limited partnerships. BCMC V is a Delaware limited liability company. Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle, Lasky and Spurlock are United States Citizens.

 

ITEM 2(D) and (E).TITLE OF CLASS OF SECURITIES AND CUSIP NUMBER

 

Class A Common Stock

CUSIP # 98983V106

 

ITEM 3.Not Applicable.

 

ITEM 4.OWNERSHIP

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

 

 

 

CUSIP NO. 98983V106 13 G Page 16 of 21

 

The following information with respect to the ownership of the Common Stock of the issuer by the persons filing this Statement is provided as of December 31, 2018 (based on 73,181,559 shares of Class A Common Stock and 35,321,041 shares of Class B Common Stock of the issuer outstanding as of November 30, 2018 as reported by the issuer on Form 10-Q for the period ended October 31, 2018 and filed with the Securities and Exchange Commission on December 13, 2018).

 

(a)Amount beneficially owned:

 

See Row 9 of cover page for each Reporting Person.

 

(b)Percent of Class:

 

See Row 11 of cover page for each Reporting Person.

 

(c)Number of shares as to which such person has:

 

(i)Sole power to vote or to direct the vote:

 

See Row 5 of cover page for each Reporting Person.

 

(ii)Shared power to vote or to direct the vote:

 

See Row 6 of cover page for each Reporting Person.

 

(iii)Sole power to dispose or to direct the disposition of:

 

See Row 7 of cover page for each Reporting Person.

 

(iv)Shared power to dispose or to direct the disposition of:

 

See Row 8 of cover page for each Reporting Person.

 

ITEM 5.OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

 

Not applicable.

 

ITEM 6.OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

 

Under certain circumstances set forth in the limited partnership agreements of BCP V, BFF V, BFF V-A and BFF V-B, and the limited liability company agreement of BCMC V, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a partner or member, as the case may be.

 

ITEM 7.IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

 

Not applicable.

 

ITEM 8.IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

 

Not applicable.

 

ITEM 9.NOTICE OF DISSOLUTION OF GROUP

 

Not applicable.

 

ITEM 10.CERTIFICATION

 

Not applicable.

 

 

 

 

CUSIP NO. 98983V106 13 G Page 17 of 21

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: February 8, 2019

 

  BENCHMARK CAPITAL PARTNERS V, L.P., a Delaware Limited Partnership
     
  BENCHMARK FOUNDERS’ FUND V, L.P., a Delaware Limited Partnership
     
  BENCHMARK FOUNDERS’ FUND V-A, L.P., a Delaware Limited Partnership
     
  BENCHMARK FOUNDERS’ FUND V-B, L.P., a Delaware Limited Partnership
     
  BENCHMARK CAPITAL MANAGEMENT CO. V, L.L.C., a Delaware Limited Liability Company
     
  By: /s/ Steven M. Spurlock
    Steven M. Spurlock
    Managing Member
     
  ALEXANDRE BALKANSKI
  BRUCE W. DUNLEVIE
  PETER FENTON
  J. WILLIAM GURLEY
  KEVIN R. HARVEY
  ROBERT C. KAGLE
  MITCHELL H. LASKY
  STEVEN M. SPURLOCK
     
  By: /s/ Steven M. Spurlock
    Steven M. Spurlock
    Attorney-in-Fact

 

 

 

 

CUSIP NO. 98983V106 13 G Page 18 of 22

 

EXHIBIT INDEX

 

    Found on
Sequentially
Exhibit   Numbered Page
Exhibit A:  Agreement of Joint Filing   19
     
Exhibit B: Powers of Attorney   20

 

 

 

 

CUSIP NO. 98983V106 13 G Page 19 of 21

 

exhibit A

 

Agreement of Joint Filing

 

The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Class A Common Stock of Zuora, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.

 

Date: February 8, 2019

 

  BENCHMARK CAPITAL PARTNERS V, L.P., a Delaware Limited Partnership
     
  BENCHMARK FOUNDERS’ FUND V, L.P., a Delaware Limited Partnership
     
  BENCHMARK FOUNDERS’ FUND V-A, L.P., a Delaware Limited Partnership
     
  BENCHMARK FOUNDERS’ FUND V-B, L.P., a Delaware Limited Partnership
     
  BENCHMARK CAPITAL MANAGEMENT CO. V, L.L.C., a Delaware Limited Liability Company
     
  By: /s/ Steven M. Spurlock
    Steven M. Spurlock
    Managing Member
     
  ALEXANDRE BALKANSKI
  BRUCE W. DUNLEVIE
  PETER FENTON
  J. WILLIAM GURLEY
  KEVIN R. HARVEY
  ROBERT C. KAGLE
  MITCHELL H. LASKY
  STEVEN M. SPURLOCK
     
  By: /s/ Steven M. Spurlock
    Steven M. Spurlock
    Attorney-in-Fact

 

 

 

 

CUSIP NO. 98983V106 13 G Page 20 of 21

 

exhibit B

 

Power of Attorney

 

AGREEMENT TO FILE JOINTLY AND STATEMENT APPOINTING DESIGNATED FILER AND AUTHORIZED SIGNATORY

 

Each of the undersigned entities and individuals (collectively, the "Reporting Persons") hereby authorizes and designates Benchmark Capital Management Co. V, L.L.C. or such other person or entity as is designated in writing by Steven M. Spurlock (the "Designated Filer") as the beneficial owner to prepare and file on behalf of such Reporting Person individually, or jointly together with the other Reporting Persons, any and all reports, notices, communications and other documents (including, but not limited to, reports on Schedule 13D, Schedule 13G, Form 3, Form 4 and Form 5) that such Reporting Person may be required to file with the United States Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (together with the implementing regulations thereto, the "Act"), the Securities Exchange Act of 1934, as amended (together with the implementing regulations thereto, the "Exchange Act") or any other state or federal agency (collectively, the "Reports") with respect to the Reporting Person's ownership of, or transactions in, securities of any entity whose securities are beneficially owned (directly or indirectly) by such Reporting Person (collectively, the "Companies")

 

Each Reporting Person hereby further authorizes and designates Steven M. Spurlock (the "Authorized Signatory") to execute and file on behalf of such Reporting Person the Reports and to perform any and all other acts, which in the opinion of the Designated Filer or Authorized Signatory may be necessary or incidental to the performance of the foregoing powers herein granted.

 

The authority of the Designated Filer and the Authorized Signatory under this Document with respect to each Reporting Person shall continue until such Reporting Person is no longer required to file any Reports with respect to the Reporting Person's ownership of, or transactions in, the securities of the Companies, unless earlier revoked in writing. Each Reporting Person acknowledges that the Designated Filer and the Authorized Signatory are not assuming any of the Reporting Person's responsibilities to comply with the Act or the Exchange Act.

 

March 24, 2011 BENCHMARK CAPITAL MANAGEMENT CO. V, L.L.C.,  
  a Delaware Limited Liability Company  
       
  By: /s/ Steven M. Spurlock  
    Steven M. Spurlock, Managing Member  
       
March 24, 2011 BENCHMARK CAPITAL PARTNERS V, L.P.,  
  a Delaware Limited Partnership  
       
  By: Benchmark Capital Management Co. V, L.L.C.,  
    a Delaware Limited Liability Company  
    Its General Partner  
       
  By: /s/ Steven M. Spurlock  
    Steven M. Spurlock, Managing Member  
       
March 24, 2011 BENCHMARK FOUNDERS' FUND IV, L.P.,  
  a Delaware Limited Partnership  
       
  By: Benchmark Capital Management Co. V, L.L.C.,  
    a Delaware Limited Liability Company  
    Its General Partner  
       
  By: /s/ Steven M. Spurlock  
    Steven M. Spurlock, Managing Member  

 

 

 

 

CUSIP NO. 98983V106 13 G Page 21 of 21

 

March 24, 2011 BENCHMARK FOUNDERS' FUND V-A, L.P.,  
  a Delaware Limited Partnership  
       
  By: Benchmark Capital Management Co. V, L.L.C.,  
    a Delaware Limited Liability Company  
    Its General Partner  
       
  By: /s/ Steven M. Spurlock  
    Steven M. Spurlock, Managing Member  
       
March 24, 2011 BENCHMARK FOUNDERS' FUND V-B, L.P.,  
  a Delaware Limited Partnership  
       
  By: Benchmark Capital Management Co. IV, L.L.C.,  
    a Delaware Limited Liability Company  
    Its General Partner  
       
  By: /s/ Steven M. Spurlock  
    Steven M. Spurlock, Managing Member  
       
March 24, 2011 By: /s/ Alexandre Balkanski  
    Alexandre Balkanski  
       
 March 24, 2011 By: /s/ Bruce W. Dunlevie  
    Bruce W. Dunlevie  
       
March 24, 2011 By: /s/ J. William Gurley  
    J. William Gurley  
       
March 24, 2011 By: /s/ Kevin R. Harvey  
    Kevin R. Harvey  
       
March 24, 2011 By: /s/ Robert C. Kagle  
    Robert C. Kagle  
       
March 24, 2011 By: /s/ Steven M. Spurlock  
    Steven M. Spurlock  
       
March 24, 2011 By: /s/ Peter H. Fenton  
    Peter H. Fenton  
       
March 24, 2011 By: /s/ Mitchell H. Lasky  
    Mitchell H. Lasky