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

Role
Chairman and CEO, Director, 10%+ Owner
Signature
/s/ Sylvia Lexington as attorney-in-fact for Tien Tzuo
Stock symbol
ZUO
Transactions as of
Dec 31, 2023
Transactions value $
-$748,138
Form type
4
Date filed
1/3/2024, 07:11 PM
Previous filing
Dec 7, 2023
Next filing
Jan 24, 2024

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 Dec 31, 2023 Direct
transaction ZUO Class A Common Stock Options Exercise $0 +58.3K +309.43% $0.00 77.2K Dec 31, 2023 Direct
transaction ZUO Class A Common Stock Options Exercise $0 +13.8K +17.93% $0.00 91K Jan 2, 2024 Direct
transaction ZUO Class A Common Stock Sale -$748K -84.7K -93.02% $8.84 6.35K Jan 2, 2024 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 -16.67% $0.00 62.5K Dec 31, 2023 Class A Common Stock 12.5K Direct F3, F4, F5
transaction ZUO Restricted Stock Units (RSU)(Class A) Options Exercise $0 -58.3K -10% $0.00 525K Dec 31, 2023 Class A Common Stock 58.3K Direct F3, F5, F6
transaction ZUO Stock Option (Right to buy Class B Common Stock) Options Exercise $0 -13.8K -0.8% $0.00 1.71M Jan 2, 2024 Class B Common Stock 13.8K $3.04 Direct F7
transaction ZUO Class B Common Stock Options Exercise $0 +13.8K $0.00 13.8K Jan 2, 2024 Class A Common Stock 13.8K Direct F8
transaction ZUO Class B Common Stock Conversion of derivative security $0 -13.8K -100% $0.00* 0 Jan 2, 2024 Class A Common Stock 13.8K Direct F8
holding ZUO Class B Common Stock 7.12M Dec 31, 2023 Class A Common Stock 7.12M By 70 Thirty Trust F8, F9
holding ZUO Class B Common Stock 641K Dec 31, 2023 Class A Common Stock 641K By The Next Left Trust F8, F10
* 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 on June 22, 2023.
F2 Represents the weighted average sale price. The lowest price at which shares were sold was $8.70 and the highest price at which shares were sold was $9.19. 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 The RSUs vest over three years, with 1/6 of the shares underlying the initial award vesting on September 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.
F7 This option is fully vested and exercisable.
F8 Each share of Zuora's Class B Common Stock will convert into one share of Zuora's Class A Common Stock (a) at the option of the holder or (b) automatically upon (i) any transfer, except for certain permitted transfers, or (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.
F9 The Reporting Person is a trustee of the 70 Thirty Trust.
F10 The Reporting Person is a trustee of The Next Left Trust.