Jason Pressman - Feb 14, 2025 Form 4 Insider Report for ZUORA INC (ZUO)

Role
Director
Signature
/s/ Diana Lorenz as attorney-in-fact for Jason Pressman
Stock symbol
ZUO
Transactions as of
Feb 14, 2025
Transactions value $
-$1,307,780
Form type
4
Date filed
2/14/2025, 04:06 PM
Previous filing
Nov 12, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ZUO Class A Common Stock Disposed to Issuer -$691K -69.1K -100% $10.00 0 Feb 14, 2025 Direct F1, F2
transaction ZUO Class A Common Stock Disposed to Issuer -$439K -43.9K -100% $10.00 0 Feb 14, 2025 By The 2016 Jason Pressman Trust U/D/T March 8, 2016 F1, F3
transaction ZUO Class A Common Stock Disposed to Issuer -$178K -17.8K -100% $10.00 0 Feb 14, 2025 By Shasta Ventures II GP, LLC F1, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Jason Pressman 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 19, 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, Inc. (the "Company"), Merger Sub merged with and into the Company with the Company surviving the merger as a wholly owned subsidiary of Parent, and 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 cash in an amount equal to $10.00 per share, without interest thereon and subject to any applicable withholding taxes (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 The shares are held by the 2016 Jason Pressman U/D/T March 8, 2016. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.
F4 These shares are owned directly by Shasta Ventures II GP, LLC. The Reporting Person is a managing director of Shasta Ventures II GP, LLC and disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.