John D. Harkey Jr. - 14 Feb 2025 Form 4 Insider Report for ZUORA INC

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
14 Feb 2025, 16:05:52 UTC
Prior SEC filing
02 Dec 2024
Next SEC filing
03 Apr 2025
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Diana Lorenz as attorney-in-fact for John D. Harkey Jr.

Key filing fact

John D. Harkey Jr. filed Form 4 for ZUORA INC on 14 Feb 2025.

Key facts

  • This page summarizes John D. Harkey Jr.'s Form 4 filing for ZUORA INC.
  • 3 reported transactions and 0 derivative rows are listed below.
  • Accepted by SEC: 14 Feb 2025, 16:05.

Change

  • Previous filing in this sequence was filed on 02 Dec 2024.
  • Current net transaction value: -$3,445,670.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

ZUO transaction

Class A Common Stock

Disposed to Issuer

Transaction value
$435,670
Shares
-43,567
Change %
-100%
Price
$10.00
Shares after
0
Date
14 Feb 2025
Ownership
Direct
Footnotes
F1, F2
ZUO transaction

Class A Common Stock

Disposed to Issuer

Transaction value
$2,010,000
Shares
-201,000
Change %
-100%
Price
$10.00
Shares after
0
Date
14 Feb 2025
Ownership
By JDH Life Sciences, Inc.
Footnotes
F1, F3
ZUO transaction

Class A Common Stock

Disposed to Issuer

Transaction value
$1,000,000
Shares
-100,000
Change %
-100%
Price
$10.00
Shares after
0
Date
14 Feb 2025
Ownership
By Abraxus Trust
Footnotes
F1, F4
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

John D. Harkey Jr. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 4 footnotes

Footnote F1

On February 14, 2025 (the "Effective Time"), pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 17, 2024, by and among Zodiac Purchase, L.L.C. ("Parent"), Zodiac Acquisition Sub, Inc. ("Merger Sub") and Zuora (the "Company"), Merger Sub merged with and into the Company with the Company surviving the merger as a wholly owned subsidiary of Parent. At the Effective Time, each of the Reporting Person's shares of Class A Common Stock (the "Common Stock"), issued and outstanding immediately prior to the Effective Time were automatically canceled and converted into the right to receive $10.00 per share in cash without interest thereon, and less any applicable tax withholdings (the "Merger Consideration").

Footnote F2

Includes unvested restricted stock units ("RSUs") of the Company. Pursuant to the Merger Agreement, at the Effective Time, each of the Reporting Person's RSUs, whether or not vested, outstanding immediately prior to the Effective Time were automatically canceled and converted into the right to receive cash equal to the product of the number of shares of Common Stock subject to the RSU multiplied by the Merger Consideration (the "Converted RSU Award"). The Converted RSU Award will vest and become payable subject to and in accordance with the same vesting schedule and other terms and conditions applicable to the corresponding RSU immediately prior to the Effective Time, including any acceleration of vesting provisions.

Footnote F3

Reporting Person is the president and sole beneficial owner of JDH Life Sciences, Inc., and may be deemed to share voting and dispositive power with regard to the shares held by JDH Life Sciences, Inc., with Scalar Gauge Management, LLC (the Account Manager).

Footnote F4

Reporting Person is the trustee and sole beneficiary of the Abraxus Trust and may be deemed to have sole voting and dispositive power with regard to the shares held by the Abraxus Trust.

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