Tien Tzuo - 22 Jan 2024 Form 4 Insider Report for ZUORA INC

Role
Chairman and CEO, Director, 10%+ Owner
Signature
/s/ Erika Ward as attorney-in-fact for Tien Tzuo
Issuer symbol
N/A
Transactions as of
22 Jan 2024
Net transactions value
-$2,185,713
Form type
4
Filing time
24 Jan 2024, 18:24:23 UTC
Previous filing
03 Jan 2024
Next filing
26 Jan 2024
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 Options Exercise $0 +6,909 +109% $0.000000 13,261 22 Jan 2024 Direct
transaction ZUO Class A Common Stock Sale $62,211 -6,909 -52% $9.00 6,352 22 Jan 2024 Direct F1, F2, F3
transaction ZUO Class A Common Stock Options Exercise $0 +229,248 +3609% $0.000000 235,600 23 Jan 2024 Direct
transaction ZUO Class A Common Stock Sale $2,123,501 -229,248 -97% $9.26 6,352 23 Jan 2024 Direct F1, F2, F4

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 Stock Option (Right to buy Class B Common Stock) Options Exercise $0 -6,909 -0.4% $0.000000 1,700,533 22 Jan 2024 Class B Common Stock 6,909 $3.04 Direct F5
transaction ZUO Class B Common Stock Options Exercise $0 +6,909 $0.000000 6,909 22 Jan 2024 Class A Common Stock 6,909 Direct F6
transaction ZUO Class B Common Stock Conversion of derivative security $0 -6,909 -100% $0.000000* 0 22 Jan 2024 Class A Common Stock 6,909 Direct F6
transaction ZUO Stock Option (Right to buy Class B Common Stock) Options Exercise $0 -229,248 -13% $0.000000 1,471,285 23 Jan 2024 Class B Common Stock 229,248 $3.04 Direct F5
transaction ZUO Class B Common Stock Options Exercise $0 +229,248 $0.000000 229,248 23 Jan 2024 Class A Common Stock 229,248 Direct F6
transaction ZUO Class B Common Stock Conversion of derivative security $0 -229,248 -100% $0.000000* 0 23 Jan 2024 Class A Common Stock 229,248 Direct F6
holding ZUO Class B Common Stock 7,119,403 22 Jan 2024 Class A Common Stock 7,119,403 By 70 Thirty Trust F6, F7
holding ZUO Class B Common Stock 640,542 22 Jan 2024 Class A Common Stock 640,542 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 on June 22, 2023.
F2 The Reporting Person intends to use a majority of the net proceeds from the sale of these shares of Zuora Class A Common Stock to fund future exercise(s), via exercise-and-hold transaction(s), of his outstanding stock option that expires on November 18, 2024 to acquire Zuora Class B Common Stock.
F3 Represents the weighted average sale price. The lowest price at which shares were sold was $9.00 and the highest price at which shares were sold was $9.03. 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.
F4 Represents the weighted average sale price. The lowest price at which shares were sold was $9.00 and the highest price at which shares were sold was $9.44. 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.
F5 This option is fully vested and exercisable.
F6 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.
F7 The Reporting Person is a trustee of the 70 Thirty Trust.
F8 The Reporting Person is a trustee of The Next Left Trust.