0001423774-24-000129.txt : 20240424 0001423774-24-000129.hdr.sgml : 20240424 20240424160725 ACCESSION NUMBER: 0001423774-24-000129 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240422 FILED AS OF DATE: 20240424 DATE AS OF CHANGE: 20240424 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Tzuo Tien CENTRAL INDEX KEY: 0001735409 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38451 FILM NUMBER: 24870602 MAIL ADDRESS: STREET 1: C/O ZUORA, INC. STREET 2: 101 REDWOOD SHORES PARKWAY CITY: REDWOOD CITY STATE: CA ZIP: 94065 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ZUORA INC CENTRAL INDEX KEY: 0001423774 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] ORGANIZATION NAME: 06 Technology IRS NUMBER: 205530976 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 BUSINESS ADDRESS: STREET 1: 101 REDWOOD SHORES PARKWAY CITY: REDWOOD CITY STATE: CA ZIP: 94065 BUSINESS PHONE: 888-976-9056 MAIL ADDRESS: STREET 1: 101 REDWOOD SHORES PARKWAY CITY: REDWOOD CITY STATE: CA ZIP: 94065 4 1 wk-form4_1713989235.xml FORM 4 X0508 4 2024-04-22 0 0001423774 ZUORA INC ZUO 0001735409 Tzuo Tien C/O ZUORA, INC. 101 REDWOOD SHORES PARKWAY REDWOOD CITY CA 94065 1 1 1 0 Chairman and CEO 0 Restricted Stock Units (RSU)(Class A) 2024-04-22 4 A 0 300000 0 A Class A Common Stock 300000 300000 D Performance Stock Units (PSU)(Class A) 2024-04-22 4 A 0 300000 0 A Class A Common Stock 300000 300000 D Stock Option (Right to buy Class B Common Stock) 3.04 2024-04-23 4 M 0 115500 0 D 2024-11-18 Class B Common Stock 115500 968985 D Class B Common Stock 2024-04-23 4 M 0 115500 0 A Class A Common Stock 115500 115500 D Class B Common Stock 2024-04-23 4 G 0 115500 0 D Class A Common Stock 115500 0 D Class B Common Stock 2024-04-23 4 G 0 115500 0 A Class A Common Stock 115500 7371703 I By 70 Thirty Trust Class B Common Stock Class A Common Stock 640542 640542 I By The Next Left Trust Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of Zuora's Class A Common Stock upon vesting for no consideration. The RSUs vest over three years, with 1/6 of the shares underlying the initial award vesting on September 30, 2024, and the remaining shares vesting as to 1/12 of the shares underlying the initial award quarterly thereafter, so long as the Reporting Person continues to provide services to Zuora through each vesting date. RSUs do not expire; these securities either vest and settle or are canceled prior to the vesting date. Each performance stock unit ("PSU") represents a contingent right to receive one share of Zuora's Class A Common Stock upon vesting for no consideration. PSUs that meet certain specified performance metrics within the period starting on the first anniversary of the grant date through the fourth anniversary of the grant date (the "Performance Period") generally vest in four equal annual installments on the first four anniversaries of the date of grant with the first vesting date no sooner than 90 days following the certification of the applicable performance metric, so long as the Reporting Person continues to provide services to Zuora through each vesting date. The PSUs are separated into two equal tranches. The applicable performance metrics for each tranche of PSUs will be satisfied if, during the Performance Period, one share of Zuora's Class A Common Stock achieves a specified per share price for such tranche calculated based on the average closing price of a share of Zuora's Class A Common Stock for the 30 trading days prior to and including the measurement date. PSUs do not expire; these securities either vest and settle or are canceled prior to the vesting date. As previously disclosed on the Form 4 for the Reporting Person filed on April 19, 2024, the Reporting Person used net proceeds from the prior sale of Zuora Class A Common Stock to exercise 115,500 shares of Class B Common Stock under a stock option that expires on November 18, 2024. Upon exercise of this option, the 115,500 shares will retain their status as Class B Common Stock. No shares were sold as part of this transaction. This option is fully vested and exercisable. Each share of Zuora's Class B Common Stock will convert into one share of Zuora's Class A Common Stock (a) at the option of the holder or (b) automatically upon (i) any transfer, except for certain permitted transfers, or (ii) the date that is the earliest of (x) the date specified by a vote of the holders of not less than 66 2/3% of the outstanding shares of Class B Common Stock, (y) ten years from the effective date of Zuora's initial public offering and (z) the date that the total number of shares of outstanding Class B Common Stock ceases to represent at least 5% of all outstanding shares of Zuora's common stock, and has no expiration date. The Reporting Person is a trustee of the 70 Thirty Trust. The Reporting Person is a trustee of The Next Left Trust. /s/ Erika Ward as attorney-in-fact for Tien Tzuo 2024-04-24