Andrew M. Cohen - 14 Feb 2025 Form 4 Insider Report for ZUORA INC (ZUO)

Role: CLO and Corp. Secretary
Signature: /s/ Diana Lorenz as attorney-in-fact for Andrew M. Cohen
Issuer symbol: ZUO
Transactions as of: 14 Feb 2025
Net transactions value: -$5,343,610
Form type: 4
Filing time: 14 Feb 2025, 16:05:58 UTC
Previous filing: 05 Feb 2025
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ZUO	Class A Common Stock	Disposed to Issuer	$1,935,270	-193,527	-100%	$10.00	0	14 Feb 2025	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Date	Underlying Class	Amount	Ownership	Footnotes
transaction	ZUO	Restricted Stock Units (RSU) (Class A)	Disposed to Issuer	$708,340	-70,834	-100%	$10.00	14 Feb 2025	Class A Common Stock	70,834	Direct	F2
transaction	ZUO	Restricted Stock Units (RSU) (Class A)	Disposed to Issuer	$1,200,000	-120,000	-100%	$10.00	14 Feb 2025	Class A Common Stock	120,000	Direct	F2
transaction	ZUO	Restricted Stock Units (RSU) (Class A)	Disposed to Issuer	$1,500,000	-150,000	-100%	$10.00	14 Feb 2025	Class A Common Stock	150,000	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Andrew M. Cohen is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

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 Purchaser, 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	Pursuant to the Merger Agreement, at the Effective Time, each of the Reporting Person's restricted stock units ("RSUs") 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.

Content

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 Purchaser, 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").

Pursuant to the Merger Agreement, at the Effective Time, each of the Reporting Person's restricted stock units ("RSUs") 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.