Matthew R. Dobson - 14 Feb 2025 Form 4 Insider Report for ZUORA INC

Role
Chief Accounting Officer
Signature
/s/ Diana Lorenz as attorney-in-fact for Matthew R. Dobson
Issuer symbol
N/A
Transactions as of
14 Feb 2025
Net transactions value
-$1,310,420
Form type
4
Filing time
14 Feb 2025, 16:05:56 UTC
Previous filing
03 Jan 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 $839,580 -83,958 -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 $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction ZUO Restricted Stock Units (RSU) (Class A) Disposed to Issuer $37,500 -3,750 -100% $10.00 0 14 Feb 2025 Class A Common Stock 3,750 Direct F2
transaction ZUO Restricted Stock Units (RSU) (Class A) Disposed to Issuer $20,840 -2,084 -100% $10.00 0 14 Feb 2025 Class A Common Stock 2,084 Direct F2
transaction ZUO Restricted Stock Units (RSU) (Class A) Disposed to Issuer $125,000 -12,500 -100% $10.00 0 14 Feb 2025 Class A Common Stock 12,500 Direct F2
transaction ZUO Restricted Stock Units (RSU) (Class A) Disposed to Issuer $100,000 -10,000 -100% $10.00 0 14 Feb 2025 Class A Common Stock 10,000 Direct F2
transaction ZUO Restricted Stock Units (RSU) (Class A) Disposed to Issuer $187,500 -18,750 -100% $10.00 0 14 Feb 2025 Class A Common Stock 18,750 Direct F2
transaction ZUO Stock Option (right to buy) Disposed to Issuer $0 -60,000 -100% $0.000000 0 14 Feb 2025 Class A Common Stock 60,000 $15.66 Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Matthew R. Dobson 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 (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.
F3 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.