Tien Tzuo - Jul 8, 2024 Form 4 Insider Report for ZUORA INC (ZUO)

Role
Chairman and CEO, Director, 10%+ Owner
Signature
/s/ Erika Ward as attorney-in-fact for Tien Tzuo
Stock symbol
ZUO
Transactions as of
Jul 8, 2024
Transactions value $
-$1,038,764
Form type
4
Date filed
7/10/2024, 04:10 PM
Previous filing
Jul 2, 2024
Next filing
Jul 15, 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 +115K +1807.7% $0.00 121K Jul 8, 2024 Direct
transaction ZUO Class A Common Stock Sale -$1.04M -115K -94.76% $9.05 6.35K Jul 8, 2024 Direct F1, F2, F3

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 -115K -11.85% $0.00 854K Jul 8, 2024 Class B Common Stock 115K $3.04 Direct F4
transaction ZUO Class B Common Stock Options Exercise $0 +115K $0.00 115K Jul 8, 2024 Class A Common Stock 115K Direct F5
transaction ZUO Class B Common Stock Conversion of derivative security $0 -115K -100% $0.00* 0 Jul 8, 2024 Class A Common Stock 115K Direct F5
holding ZUO Class B Common Stock 7.37M Jul 8, 2024 Class A Common Stock 7.37M By 70 Thirty Trust F5, F6
holding ZUO Class B Common Stock 641K Jul 8, 2024 Class A Common Stock 641K By The Next Left Trust F5, F7
* 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 $9.23. 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 This option is fully vested and exercisable.
F5 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.
F6 The Reporting Person is a trustee of the 70 Thirty Trust.
F7 The Reporting Person is a trustee of The Next Left Trust.