Todd McElhatton - 19 Apr 2023 Form 4 Insider Report for ZUORA INC

Role: Chief Financial Officer
Signature: /s/ Sylvia Lexington as attorney-in-fact for Todd McElhatton
Issuer symbol: N/A
Transactions as of: 19 Apr 2023
Net transactions value: $0
Form type: 4
Filing time: 28 Apr 2023, 19:31:59 UTC
Previous filing: 12 Apr 2023
Next filing: 12 May 2023
SEC: View on sec.gov

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)	Award	$0	+300,000		$0.000000	300,000	19 Apr 2023	Class A Common Stock	300,000		Direct	F1, F2, F3
transaction	ZUO	Stock Option (Right to buy Class A Common Stock)	Disposed to Issuer		-150,000	-100%		0	26 Apr 2023	Class A Common Stock	150,000	$13.51	Direct	F4, F5, F6
transaction	ZUO	Restricted Stock Units (RSU)(Class A)	Award	$0	+51,724		$0.000000	51,724	26 Apr 2023	Class A Common Stock	51,724		Direct	F1, F3, F4, F7

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

Explanation of Responses:

Id	Content
F1	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.
F2	The RSUs vest over three years, with 1/12 of the shares underlying the initial award vesting on June 30, 2023, and the remaining shares vesting as to 1/12 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.
F3	RSUs do not expire; these securities either vest and settle or are canceled prior to the vesting date.
F4	These transactions reflect the exchange of certain "underwater" options to acquire shares of Zuora's Class A Common Stock for unvested RSUs pursuant to the terms and conditions set forth in Zuora's Offer to Exchange Eligible Stock Options for Unvested Restricted Stock Units dated April 19, 2023 (the "Offer to Exchange").
F5	The canceled option was granted to the Reporting Person on June 22, 2020. The option was subject to vesting over four years, with 1/4 of the shares vesting on June 22, 2021, and the remaining shares vesting as to 1/48 of the award each month thereafter, so long as the Reporting Person continued to provide services to Zuora through each vesting date.
F6	On April 26, 2023, pursuant to the Offer to Exchange, 150,000 option shares held by the Reporting Person were canceled and exchanged for 51,724 unvested RSUs, reflecting an exchange ratio of 2.9 option shares for each RSU share exchanged.
F7	The RSUs vest over two years, with 1/8 of the shares underlying the initial award vesting on June 30, 2023, and the remaining shares vesting as to 1/8 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.