Tien Tzuo - Mar 31, 2023 Form 4 Insider Report for ZUORA INC (ZUO)

Signature
/s/ Andrew M. Cohen as attorney-in-fact for Tien Tzuo
Stock symbol
ZUO
Transactions as of
Mar 31, 2023
Transactions value $
-$120,515
Form type
4
Date filed
4/4/2023, 08:16 PM
Previous filing
Oct 4, 2022
Next filing
Apr 28, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ZUO Class A Common Stock Options Exercise $0 +12.5K +196.79% $0.00 18.9K Mar 31, 2023 Direct
transaction ZUO Class A Common Stock Sale -$121K -12.5K -66.31% $9.64 6.35K Mar 31, 2023 Direct F1, F2

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) Options Exercise $0 -12.5K -11.11% $0.00 100K Mar 31, 2023 Class A Common Stock 12.5K Direct F3, F4, F5
holding ZUO Class B Common Stock 7.12M Mar 31, 2023 Class A Common Stock 7.12M By 70 Thirty Trust F6, F7
holding ZUO Class B Common Stock 641K Mar 31, 2023 Class A Common Stock 641K By The Next Left Trust F6, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 This transaction was effected pursuant to a 10b5-1 trading plan adopted by the Reporting Person.
F2 Represents the weighted average sale price. The lowest price at which shares were sold was $9.38 and the highest price at which shares were sold was $9.87. The Reporting Person undertakes to provide upon request to the staff of the U.S. Securities and Exchange Commission, Zuora or its stockholders, full information regarding the total number of shares sold at each separate price within the range set forth in this footnote.
F3 Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of Zuora's Class A Common Stock upon vesting for no consideration.
F4 The RSUs vest over four years, with 1/8 of the shares underlying the initial award vesting on September 30, 2021 and the remaining shares vesting as to 1/16 of the shares underlying the initial award quarterly thereafter, so long as the Reporting Person continues to provide services to Zuora through each vesting date.
F5 RSUs do not expire; these securities either vest and settle or are canceled prior to the vesting date.
F6 Each share of Zuora's Class B Common Stock is convertible into one share of Zuora's Class A Common Stock (a) at the option of the holder and (b) automatically upon (i) any transfer, except for certain permitted transfers, and (ii) the date that is the earliest of (x) the date specified by a vote of the holders of not less than 66 2/3% of the outstanding shares of Class B Common Stock, (y) ten years from the effective date of Zuora's initial public offering and (z) the date that the total number of shares of outstanding Class B Common Stock ceases to represent at least 5% of all outstanding shares of Zuora's common stock, and has no expiration date.
F7 The Reporting Person is a trustee of the 70 Thirty Trust.
F8 The Reporting Person is a trustee of The Next Left Trust.