Tien Tzuo - 31 Mar 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
31 Mar 2024
Net transactions value
-$724,168
Form type
4
Filing time
02 Apr 2024, 16:30:13 UTC
Previous filing
26 Jan 2024
Next filing
19 Apr 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 +12,500 +197% $0.000000 18,852 31 Mar 2024 Direct
transaction ZUO Class A Common Stock Options Exercise $0 +58,333 +309% $0.000000 77,185 31 Mar 2024 Direct
transaction ZUO Class A Common Stock Options Exercise $0 +10,802 +14% $0.000000 87,987 01 Apr 2024 Direct
transaction ZUO Class A Common Stock Sale $724,168 -81,635 -93% $8.87 6,352 01 Apr 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 -12,500 -20% $0.000000 50,000 31 Mar 2024 Class A Common Stock 12,500 Direct F3, F4, F5
transaction ZUO Restricted Stock Units (RSU)(Class A) Options Exercise $0 -58,333 -11% $0.000000 466,668 31 Mar 2024 Class A Common Stock 58,333 Direct F3, F5, F6
transaction ZUO Stock Option (Right to buy Class B Common Stock) Options Exercise $0 -10,802 -0.81% $0.000000 1,323,683 01 Apr 2024 Class B Common Stock 10,802 $3.04 Direct F7
transaction ZUO Class B Common Stock Options Exercise $0 +10,802 $0.000000 10,802 01 Apr 2024 Class A Common Stock 10,802 Direct F8
transaction ZUO Class B Common Stock Conversion of derivative security $0 -10,802 -100% $0.000000* 0 01 Apr 2024 Class A Common Stock 10,802 Direct F8
holding ZUO Class B Common Stock 7,256,203 31 Mar 2024 Class A Common Stock 7,256,203 By 70 Thirty Trust F8, F9
holding ZUO Class B Common Stock 640,542 31 Mar 2024 Class A Common Stock 640,542 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 $8.72 and the highest price at which shares were sold was $9.12. 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.