Tien Tzuo - Feb 14, 2025 Form 4 Insider Report for ZUORA INC (ZUO)

Role
Chairman and CEO, Director
Signature
/s/ Diana Lorenz as attorney-in-fact for Tien Tzuo
Stock symbol
ZUO
Transactions as of
Feb 14, 2025
Transactions value $
-$95,784,200
Form type
4
Date filed
2/14/2025, 04:05 PM
Previous filing
Feb 5, 2025
Next filing
Feb 25, 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 -$1.1M -110K -100% $10.00 0 Feb 14, 2025 Direct F1

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

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction ZUO Class B Common Stock Disposed to Issuer -$77M -7.7M -100% $10.00 0 Feb 14, 2025 Class B Common Stock 7.7M By 70 Thirty Trust F1, F2
transaction ZUO Class B Common Stock Disposed to Issuer -$6.41M -641K -100% $10.00 0 Feb 14, 2025 Class B Common Stock 641K By The Next Left Trust F1, F3
transaction ZUO Stock Option (right to buy) Disposed to Issuer -362K -100% 0 Feb 14, 2025 Class A Common Stock 362K $7.94 Direct F4
transaction ZUO Stock Option (right to buy) Disposed to Issuer $0 -350K -100% $0.00 0 Feb 14, 2025 Class A Common Stock 350K $22.10 Direct F5
transaction ZUO Stock Option (right to buy) Disposed to Issuer $0 -350K -100% $0.00 0 Feb 14, 2025 Class A Common Stock 350K $11.66 Direct F5
transaction ZUO Stock Option (right to buy) Disposed to Issuer $0 -500K -100% $0.00 0 Feb 14, 2025 Class A Common Stock 500K $15.64 Direct F5
transaction ZUO Restricted Stock Units (RSU) (Class A) Disposed to Issuer -$125K -12.5K -100% $10.00 0 Feb 14, 2025 Class A Common Stock 12.5K Direct F6
transaction ZUO Restricted Stock Units (RSU) (Class A) Disposed to Issuer -$2.92M -292K -100% $10.00 0 Feb 14, 2025 Class A Common Stock 292K Direct F6
transaction ZUO Restricted Stock Units (RSU) (Class A) Disposed to Issuer -$2.25M -225K -100% $10.00 0 Feb 14, 2025 Class A Common Stock 225K Direct F6
transaction ZUO Restricted Stock Units (RSU) (Class A) Disposed to Issuer -$6M -600K -100% $10.00 0 Feb 14, 2025 Class A Common Stock 600K Direct F6
transaction ZUO Performance Stock Units (PSU) (Class A) Disposed to Issuer $0 -300K -100% $0.00 0 Feb 14, 2025 Class A Common Stock 300K Direct F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Tien Tzuo 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 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 and Class B Common Stock (together, 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 The Reporting Person is a trustee of the 70 Thirty Trust.
F3 The Reporting Person is a trustee of The Next Left Trust.
F4 Pursuant to the Merger Agreement, each outstanding Company Stock Option, whether or not vested and exercisable, with a per share exercise price that is less than the Merger Consideration, was canceled immediately prior to the Effective Time and converted into the Reporting Person's right to receive an amount in cash, without interest and less applicable withholding taxes (a "Converted Option Award"), equal to the product the excess of the Merger Consideration over the per share exercise price of such Company Stock Option multiplied the number of shares of Common Stock issuable upon exercise of the Company Stock Option immediately prior to the Effective Date.
F5 Pursuant to the Merger Agreement, each outstanding Company Stock Option, whether or not vested and exercisable, with a per share exercise price equal to or greater than the Merger Consideration was canceled immediately prior to the Effective Time for no consideration.
F6 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.
F7 Pursuant to the Merger Agreement, this RSU covering shares of Common Stock outstanding immediately prior to the Effective Time that was subject in whole or in part to performance-based vesting conditions was forfeited immediately prior to the Effective Time for no consideration.