| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | ZUO | Class A Common Stock | Disposed to Issuer | -$436K | -43.6K | -100% | $10.00 | 0 | Feb 14, 2025 | Direct | F1, F2 |
| transaction | ZUO | Class A Common Stock | Disposed to Issuer | -$2.01M | -201K | -100% | $10.00 | 0 | Feb 14, 2025 | By JDH Life Sciences, Inc. | F1, F3 |
| transaction | ZUO | Class A Common Stock | Disposed to Issuer | -$1M | -100K | -100% | $10.00 | 0 | Feb 14, 2025 | By Abraxus Trust | F1, F4 |
John D. Harkey Jr is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | 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 (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"). |
| F2 | Includes unvested restricted stock units ("RSUs") of the Company. Pursuant to the Merger Agreement, at the Effective Time, each of the Reporting Person's RSUs, whether or not vested, 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. |
| F3 | Reporting Person is the president and sole beneficial owner of JDH Life Sciences, Inc., and may be deemed to share voting and dispositive power with regard to the shares held by JDH Life Sciences, Inc., with Scalar Gauge Management, LLC (the Account Manager). |
| F4 | Reporting Person is the trustee and sole beneficiary of the Abraxus Trust and may be deemed to have sole voting and dispositive power with regard to the shares held by the Abraxus Trust. |