Annual Statement of Changes in Beneficial Ownership (5)
12 February 2020 - 8:44AM
Edgar (US Regulatory)
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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Form 3 Holdings Reported
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Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Tzuo Tien | 2. Issuer Name and Ticker or Trading SymbolZUORA INC [ZUO] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman and CEO |
(Last)
(First)
(Middle)
C/O ZUORA, INC., 101 REDWOOD SHORES PARKWAY | 3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY) 1/31/2020 |
(Street)
REDWOOD CITY, CA 94065
(City)
(State)
(Zip)
| 4. If Amendment, Date Original Filed(MM/DD/YYYY) | 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3) | 2. Trans. Date | 2A. Deemed Execution Date, if any | 3. Trans. Code (Instr. 8) | 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) |
Amount | (A) or (D) | Price |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (MM/DD/YYYY) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Class B Common Stock | $0.0 (1) | 8/6/2019 | | G | | 2731 | (1) | (1) | Class A Common Stock | 2731.0 | $0 | 364402 | I | By Tien Tzuo 2010 Annuity Trust (2) |
Class B Common Stock | $0.0 (1) | 8/6/2019 | | G | | 2731 | (1) | (1) | Class A Common Stock | 2731.0 | $0 | 364402 | I | By Renyan Tzuo 2010 Annuity Trust (3) |
Class B Common Stock | | 8/6/2019 | | G | 5462 | | (1) | (1) | Class A Common Stock | 5462.0 | $0 | 6998547 | I | By 70 Thirty Trust (4) |
Explanation of Responses: |
(1) | Each share of the Issuer's Class B Common Stock will convert into one share of the Issuer's Class A Common Stock (a) at the option of the holder and (b) automatically upon (i) any transfer, except for certain permitted transfers, and (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 the Issuer'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 the Issuer's common stock, and has no expiration date. |
(2) | The Reporting Person is the trustee of the Tien Tzuo 2010 Annuity Trust. |
(3) | The Reporting Person's spouse is the trustee of the Renyan Tzuo 2010 Annuity Trust. |
(4) | The Reporting Person is the trustee of the 70 Thirty Trust. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Tzuo Tien C/O ZUORA, INC. 101 REDWOOD SHORES PARKWAY REDWOOD CITY, CA 94065 | X |
| Chairman and CEO |
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Signatures
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/s/ Jennifer Pileggi as attorney-in-fact for Tien Tzuo | | 2/11/2020 |
**Signature of Reporting Person | Date |
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