Tien Tzuo - 30 Sep 2024 Form 4 Insider Report for ZUORA INC

Signature
/s/ Erika Ward as attorney-in-fact for Tien Tzuo
Issuer symbol
N/A
Transactions as of
30 Sep 2024
Net transactions value
$0
Form type
4
Filing time
02 Oct 2024, 18:09:11 UTC
Previous filing
23 Jul 2024
Next filing
03 Oct 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 +12,500 +197% $0.000000 18,852 30 Sep 2024 Direct
transaction ZUO Class A Common Stock Options Exercise $0 +58,333 +309% $0.000000 77,185 30 Sep 2024 Direct
transaction ZUO Class A Common Stock Options Exercise $0 +50,000 +65% $0.000000 127,185 30 Sep 2024 Direct

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 -33% $0.000000 25,000 30 Sep 2024 Class A Common Stock 12,500 Direct F1, F2, F3
transaction ZUO Restricted Stock Units (RSU)(Class A) Options Exercise $0 -58,333 -14% $0.000000 350,002 30 Sep 2024 Class A Common Stock 58,333 Direct F1, F3, F4
transaction ZUO Restricted Stock Units (RSU)(Class A) Options Exercise $0 -50,000 -17% $0.000000 250,000 30 Sep 2024 Class A Common Stock 50,000 Direct F1, F3, F5
transaction ZUO Stock Option (Right to buy Class B Common Stock) Options Exercise $0 -571,785 -100% $0.000000 0 01 Oct 2024 Class B Common Stock 571,785 $3.04 Direct F6, F7
transaction ZUO Class B Common Stock Options Exercise $0 +571,785 $0.000000 571,785 01 Oct 2024 Class A Common Stock 571,785 Direct F6, F8
transaction ZUO Class B Common Stock Tax liability $0 -392,083 -69% $0.000000 179,702 01 Oct 2024 Class A Common Stock 392,083 Direct F6, F8
transaction ZUO Class B Common Stock Gift $0 -179,702 -100% $0.000000 0 01 Oct 2024 Class A Common Stock 179,702 Direct F8
transaction ZUO Class B Common Stock Gift $0 +179,702 +2.4% $0.000000 7,698,605 01 Oct 2024 Class A Common Stock 179,702 By 70 Thirty Trust F8, F9
holding ZUO Class B Common Stock 640,542 30 Sep 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.

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 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.
F3 RSUs do not expire; these securities either vest and settle or are canceled prior to the vesting date.
F4 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.
F5 The RSUs vest over three years, with 1/6 of the shares underlying the initial award vesting on September 30, 2024, 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.
F6 Represents a "net exercise" of the Reporting Person's outstanding stock option that expires on November 18, 2024. The Reporting Person received 179,702 shares of Class B Common Stock on net exercise of option to purchase 571,785 shares of Class B Common Stock, as Zuora withheld 392,083 shares of Class B Common Stock underlying the option for payment of the exercise price and tax withholdings, using the closing stock price on October 1, 2024 of $8.38. Upon exercise of this option, the 179,702 shares acquired will retain their status as Class B Common Stock. No shares were sold as part of this transaction.
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.