CUSIP No. 98983V106 |
1 | NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Tien Tzuo | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ | ||
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 2,658,418 (1)(2) | |
6 | SHARED VOTING POWER 7,360,218 (2)(3) | ||
7 | SOLE DISPOSITIVE POWER 2,658,418 (1)(2) | ||
8 | SHARED DISPOSITIVE POWER 7,360,218 (2)(3) | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,018,636 (2)(4) | ||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11.55% (2)(5)(6)(7) | ||
12 | TYPE OF REPORTING PERSON IN |
(1) | Consists of (i) 367,133 shares of Class B Common Stock held of record by the Tien Tzuo 2010 Annuity Trust, of which Mr. Tzuo is trustee, and (ii) 2,291,285 shares of Class B Common Stock issuable to Mr. Tzuo upon exercise of outstanding stock options that are exercisable within 60 days of December 31, 2018. |
(2) | Each share of Class B Common Stock is convertible at any time into one share of Class A Common Stock. |
(3) | Consists of (i) 6,993,085 shares of Class B Common Stock held of record by the 70 Thirty Trust, of which Mr. Tzuo and his spouse are co-trustees, and (ii) 367,133 shares of Class B Common Stock held of record by the Renyan Tzuo 2010 Annuity Trust, of which Mr. Tzuo’s spouse is trustee. |
(4) | Consists of (i) 367,133 shares of Class B Common Stock held of record by the Tien Tzuo 2010 Annuity Trust, of which Mr. Tzuo is trustee, (ii) 367,133 shares of Class B Common Stock held of record by the Renyan Tzuo 2010 Annuity Trust, of which Mr. Tzuo’s spouse is trustee, (iii) 6,993,085 shares of Class B Common Stock held of record by the 70 Thirty Trust, of which Mr. Tzuo and his spouse are co-trustees, and (iv) 2,291,285 shares of Class B Common Stock issuable to Tien Tzuo upon exercise of outstanding stock options that are exercisable within 60 days of December 31, 2018. |
(5) | Based on the aggregate number of shares of Class B Common Stock beneficially owned by Tien Tzuo, which is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of Mr. Tzuo. |
(6) | Based on 76,724,624 shares of Class A Common Stock outstanding as of December 31, 2018, plus the number of shares of Class B Common Stock beneficially owned by Tien Tzuo, which are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of Mr. Tzuo. |
(7) | Each share of Class A Common Stock is entitled to one vote, and each share of Class B Common Stock is entitled to ten votes. There were 32,609,970 shares of Class B Common Stock outstanding as of December 31, 2018, including the 10,018,636 shares of Class B Common Stock beneficially owned by Tien Tzuo. The percentage reported does not reflect the ten for one voting power of the Class B Common Stock. |
CUSIP No. 98983V106 |
Item 1(a). | Name of Issuer: |
Zuora, Inc. | |
Item 1(b). | Address of Issuer’s Principal Executive Offices: |
3050 S. Delaware Street, Suite 301, San Mateo, CA 94403 | |
Item 2(a). | Name of Person Filing: |
Tien Tzuo | |
Item 2(b). | Address of Principal Business Office or, If None, Residence: |
c/o Zuora, Inc. | |
3050 S. Delaware Street, Suite 301, San Mateo, CA 94403 | |
Item 2(c). | Citizenship: |
United States | |
Item 2(d). | Title of Class of Securities: |
Class A Common Stock, $0.0001 par value per share | |
Item 2(e). | CUSIP Number: |
98983V106 |
Item 3. | If this statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | ||
(a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o) | |
(b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c) | |
(c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c) | |
(d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8) | |
(e) | ¨ | An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E) | |
(f) | ¨ | An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F) | |
(g) | ¨ | A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G) | |
(h) | ¨ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813) | |
(i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3) | |
(j) | ¨ | A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J) | |
(k) | ¨ | Group, in accordance with 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J), please specify the type of institution: __________ | |
Not applicable. | |||
CUSIP No. 98983V106 |
Item 4. | Ownership: | ||
(a) | Amount beneficially owned: | ||
10,018,636 (2)(4) | |||
The Company has two classes of common stock outstanding, Class A Common Stock and Class B Common Stock. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to voting and conversion. Each share of Class B Common Stock has ten votes and each share of Class A Common Stock has one vote. Assuming full conversion of all currently outstanding Class B Common Stock into Class A Common Stock, the 10,018,636 shares beneficially owned by the Reporting Person would represent 8.98% of the total Common Stock outstanding. | |||
(b) | Percent of class: | ||
11.55% (2)(5)(6)(7) | |||
(c) | Number of shares as to which the person has: | ||
(i) | Sole power to vote or direct the vote or to direct the vote: | ||
2,658,418 (1)(2) | |||
(ii) | Shared power to vote or to direct the vote: | ||
7,360,218 (2)(3) | |||
(iii) | Sole power to dispose or to direct the disposition of: | ||
2,658,418 (1)(2) | |||
(iv) | Shared power to dispose of or direct the disposition of: | ||
7,360,218 (2)(3) |
(1) | Consists of (i) 367,133 shares of Class B Common Stock held of record by the Tien Tzuo 2010 Annuity Trust, of which Mr. Tzuo is trustee, and (ii) 2,291,285 shares of Class B Common Stock issuable to Mr. Tzuo upon exercise of outstanding stock options that are exercisable within 60 days of December 31, 2018. |
(2) | Each share of Class B Common Stock is convertible at any time into one share of Class A Common Stock. |
(3) | Consists of (i) 6,993,085 shares of Class B Common Stock held of record by the 70 Thirty Trust, of which Mr. Tzuo and his spouse are co-trustees, and (ii) 367,133 shares of Class B Common Stock held of record by the Renyan Tzuo 2010 Annuity Trust, of which Mr. Tzuo’s spouse is trustee. |
(4) | Consists of (i) 367,133 shares of Class B Common Stock held of record by the Tien Tzuo 2010 Annuity Trust, of which Mr. Tzuo is trustee, (ii) 367,133 shares of Class B Common Stock held of record by the Renyan Tzuo 2010 Annuity Trust, of which Mr. Tzuo’s spouse is trustee, (iii) 6,993,085 shares of Class B Common Stock held of record by the 70 Thirty Trust, of which Mr. Tzuo and his spouse are co-trustees, and (iv) 2,291,285 shares of Class B Common Stock issuable to Tien Tzuo upon exercise of outstanding stock options that are exercisable within 60 days of December 31, 2018. |
(5) | Based on the aggregate number of shares of Class B Common Stock beneficially owned by Tien Tzuo, which is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of Mr. Tzuo. |
(6) | Based on 76,724,624 shares of Class A Common Stock outstanding as of December 31, 2018, plus the number of shares of Class B Common Stock beneficially owned by Tien Tzuo, which are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of Mr. Tzuo. |
(7) | Each share of Class A Common Stock is entitled to one vote, and each share of Class B Common Stock is entitled to ten votes. There were 32,609,970 shares of Class B Common Stock outstanding as of December 31, 2018, including the 10,018,636 shares of Class B Common Stock beneficially owned by Tien Tzuo. The percentage reported does not reflect the ten for one voting power of the Class B Common Stock. |
CUSIP No. 98983V106 |
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: |
Not applicable. | |
Item 7. | Identification and Classification of Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person: |
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. | Certifications: |
Not applicable. |
TIEN TZUO | |||
Dated: February 13, 2019 | /s/ Tien Tzuo | ||
Name: Tien Tzuo | |||