SC 13G

NAMES OF REPORTING PERSONS.

Shasta Ventures II, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ☐ (b) ☒(1)

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

0001193125-19-031428.txt : 20190208 0001193125-19-031428.hdr.sgml : 20190208 20190208060930 ACCESSION NUMBER: 0001193125-19-031428 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20190208 DATE AS OF CHANGE: 20190208 GROUP MEMBERS: SHASTA VENTURES II GP, LLC 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: 19577175 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: Shasta Ventures II LP CENTRAL INDEX KEY: 0001418902 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: c/o Shasta Ventures STREET 2: 2440 Sand Hill Road, Suite 300 CITY: Menlo Park STATE: CA ZIP: 94025 BUSINESS PHONE: (650) 543-1700 MAIL ADDRESS: STREET 1: c/o Shasta Ventures STREET 2: 2440 Sand Hill Road, Suite 300 CITY: Menlo Park STATE: CA ZIP: 94025 SC 13G 1 d698156dsc13g.htm SC 13G SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

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

(Amendment No. ) *

Zuora, Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

98983V 10 6

(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)

☒ 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).


CUSIP NO. 98983V 10 6		13 G

(1)	This Schedule 13G is filed by Shasta Ventures II, L.P. (“Shasta II”) and Shasta Ventures II GP, LLC (“Shasta II GP”, together with Shasta II, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

Shares of Class B Common Stock held by Shasta II, which may be converted into Class A Common Stock at a 1:1 ratio at the option of Shasta II. Shasta II GP serves as the sole general partner of Shasta II and has sole voting and investment over the shares owned by Shasta II and may be deemed to own beneficially the shares held by Shasta II.

(3)

The Common Stock beneficial ownership percentage is based on a total of 108,502,600 shares of Common Stock (73,181,559 shares of Class A Common Stock and 35,321,041 shares of Class B Common Stock) outstanding as of November 30, 2018, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended October 31, 2018 filed with the Securities and Exchange Commission (the “SEC”) on December 13, 2018.

(4)

The Class A Common Stock beneficial ownership percentage is based on 73,181,559 shares of the Issuer’s Class A Common Stock outstanding as of November 30, 2018, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended October 31, 2018 filed with the SEC on December 13, 2018, plus the number of shares of the Issuer’s Class B Common Stock beneficially owned by the Reporting Person, which are treated as converted into Class A Common Stock only for the purpose of computing the Class A Common Stock beneficial ownership percentage of the Reporting Person.

(5)	The shares held by the Reporting Persons represent 13.5% of the combined voting power of the Issuer’s Common Stock.


CUSIP NO. 98983V 10 6		13 G

(1)	This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

(3)

(4)

(5)	The shares held by the Reporting Persons represent 13.5% of the combined voting power of the Issuer’s Common Stock.

Introductory Note: This statement on Schedule 13G is filed by the Reporting Persons with the Commission in respect of shares of Class A Common Stock of Zuora, Inc., a Delaware corporation (the “Issuer”).

Item 1


(a)	Name of Issuer:	Zuora, Inc.

(b)	Address of Issuer’s
	Principal Executive Offices:	3050 South Delaware Street, Suite 301
		San Mateo, California 94403

Item 2

(a)	Name of Reporting Persons Filing:

Shasta Ventures II, L.P. (“Shasta II”)

Shasta Ventures II GP, LLC (“Shasta II GP”)


(b)	Address of Principal Business Office:	c/o Shasta Ventures
		2440 Sand Hill Road, Suite 300
		Menlo Park, California 94025

(c)	Citizenship:


Shasta II		Delaware
Shasta II GP		Delaware


(d)	Title of Class of Securities:	Class A Common Stock

(e)	CUSIP Number:	98983V 10 6

Item 3

Not applicable.

Item 4

Ownership.

The following information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2018:


Reporting Persons	Shares Held Directly (1)		Sole Voting Power		Shared Voting Power (1)		Sole Dispositive Power		Shared Dispositive Power (1)		Beneficial Ownership (1)		Percentage of Class (3, 4)
Shasta II		5,763,122		0		5,763,122		0		5,763,122		5,763,122	5.3% of Common Stock (7.3% of Class A Common Stock)
Shasta II GP (2)		0		0		5,763,122		0		5,763,122		5,763,122	5.3% of Common Stock (7.3% of Class A Common Stock)

(1)	Represents the number of shares of Common Stock held by the Reporting Persons.

(2)	Shasta II GP serves as the sole general partner of Shasta II and has sole voting and investment over the shares owned by Shasta II and may be deemed to own beneficially the shares held by Shasta II.

(3)

(4)

Item 5

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof, the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☐

Item 6

Ownership of More Than Five Percent on Behalf of Another Person.

Not applicable.

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.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in the attached statement on Schedule 13G is true, complete and correct.

Dated: February 8, 2019


SHASTA VENTURES II, L.P.

By: Shasta Ventures II GP, LLC
Its: General Partner

By:		/s/ Ravi Mohan
		Ravi Mohan Managing Director

SHASTA VENTURES II GP, LLC

By:		/s/ Ravi Mohan
		Ravi Mohan, Managing Director

Exhibit(s):

A: Joint Filing Statement

EX-99.A 2 d698156dex99a.htm EX-99.A EX-99.A


CUSIP No. 98983V 10 6		13 G

EXHIBIT A

JOINT FILING STATEMENT

We, the undersigned, hereby express our agreement that the attached statement on Schedule 13G relating to the Class A Common Stock of Zuora, Inc. is filed on behalf of each of us.

Dated: February 8, 2019


SHASTA VENTURES II, L.P.

By: Shasta Ventures II GP, LLC
Its: General Partner

By:		/s/ Ravi Mohan
		Ravi Mohan Managing Director

SHASTA VENTURES II GP, LLC

By:		/s/ Ravi Mohan
		Ravi Mohan, Managing Director