0000899243-18-009991.txt : 20180411 0000899243-18-009991.hdr.sgml : 20180411 20180411171805 ACCESSION NUMBER: 0000899243-18-009991 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180411 FILED AS OF DATE: 20180411 DATE AS OF CHANGE: 20180411 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BALKANSKI ALEXANDRE CENTRAL INDEX KEY: 0001190192 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38451 FILM NUMBER: 18750700 MAIL ADDRESS: STREET 1: 2480 SAND HILL ROAD STREET 2: SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DUNLEVIE BRUCE CENTRAL INDEX KEY: 0001190211 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38451 FILM NUMBER: 18750699 MAIL ADDRESS: STREET 1: 2480 SAND HILL ROAD STREET 2: SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FENTON PETER H CENTRAL INDEX KEY: 0001219230 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38451 FILM NUMBER: 18750698 MAIL ADDRESS: STREET 1: 2480 SAND HILL ROAD STREET 2: SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GURLEY J WILLIAM CENTRAL INDEX KEY: 0001190191 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38451 FILM NUMBER: 18750697 MAIL ADDRESS: STREET 1: 2480 SAND HILL ROAD STREET 2: SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HARVEY KEVIN CENTRAL INDEX KEY: 0001190213 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38451 FILM NUMBER: 18750696 MAIL ADDRESS: STREET 1: 2480 SAND HILL ROAD STREET 2: SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KAGLE ROBERT CENTRAL INDEX KEY: 0001183234 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38451 FILM NUMBER: 18750695 MAIL ADDRESS: STREET 1: 2480 SAND HILL ROAD STREET 2: SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SPURLOCK STEVEN M CENTRAL INDEX KEY: 0001190193 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38451 FILM NUMBER: 18750701 MAIL ADDRESS: STREET 1: 2480 SAND HILL ROAD STREET 2: SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LASKY MITCHELL CENTRAL INDEX KEY: 0001091435 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38451 FILM NUMBER: 18750694 MAIL ADDRESS: STREET 1: 2480 SAND HILL ROAD STREET 2: STE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ZUORA INC CENTRAL INDEX KEY: 0001423774 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 205530976 FISCAL YEAR END: 0131 BUSINESS ADDRESS: STREET 1: 3050 SOUTH DELAWARE STREET STREET 2: SUITE 301 CITY: SAN MATEO STATE: CA ZIP: 94403 BUSINESS PHONE: 800-425-1281 MAIL ADDRESS: STREET 1: 3050 SOUTH DELAWARE STREET STREET 2: SUITE 301 CITY: SAN MATEO STATE: CA ZIP: 94403 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2018-04-11 0 0001423774 ZUORA INC ZUO 0001190193 SPURLOCK STEVEN M C/O BENCHMARK 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001190192 BALKANSKI ALEXANDRE C/O BENCHMARK 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001190211 DUNLEVIE BRUCE C/O BENCHMARK 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001219230 FENTON PETER H C/O BENCHMARK 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001190191 GURLEY J WILLIAM C/O BENCHMARK 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001190213 HARVEY KEVIN C/O BENCHMARK 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001183234 KAGLE ROBERT C/O BENCHMARK 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001091435 LASKY MITCHELL C/O BENCHMARK 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 No securities beneficially held 0 D Series A Preferred Stock 0.00 Class B Common Stock 6273196 I See Footnote Series B Preferred Stock 0.00 Class B Common Stock 1600891 I See Footnote Series C Preferred Stock 0.00 Class B Common Stock 1288161 I See Footnote Series D Preferred Stock 0.00 Class B Common Stock 535148 I See Footnote Series E Preferred Stock 0.00 Class B Common Stock 494527 I See Footnote Series F Preferred Stock 0.00 Class B Common Stock 65801 I See Footnote Each share of the issuer's Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, and Series F Preferred Stock will automatically convert into 1 share of the issuer's Class B Common Stock immediately upon the closing of the issuer's initial public offering ("IPO") and has no expiration date. Each share of the issuer's Class B Common Stock will convert into 1 share of the issuer's Class A Common Stock (a) at the option of the holder and (b) automatically upon (i) any transfer which occurs after the closing of the issuer's IPO, 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 IPO 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. Shares are held by Benchmark Capital Partners V, L.P. ("BCP V"), as nominee for BCP V, Benchmark Founders' Fund V, L.P. ("BFF V"), Benchmark Founders' Fund V-A, L.P. ("BFF V-A"), Benchmark Founders' Fund V-B, L.P. ("BFF V-B") and related persons. Benchmark Capital Management Co. V, L.L.C. ("BCMC V"), the general partner of each of BCP V, BFF V, BFF V-A and BFF V-B, may be deemed to have sole voting and dispositive power over such shares. Alexandre Balkanski, Bruce W. Dunlevie, Peter H. Fenton, J. William Gurley, Kevin R. Harvey, Robert C. Kagle, Mitchell H. Lasky and Steven M. Spurlock, the managing members of BCMC V, may be deemed to share voting and dispositive power over these shares beneficially held by such entities. Each reporting person disclaims the existence of a "group" and disclaims beneficial ownership of any securities, except to the extent of such reporting persons' pecuniary interest in such securities. Exhibit List - Exhibit 24 - Power of Attorney This report is one of two reports, each on a separate Form 3, but relating to the same transaction being filed by entities affiliated with Benchmark and their applicable members. /s/ Steven M. Spurlock 2018-04-11 /s/ Steven M. Spurlock, by power of attorney for Alexandre Balkanski 2018-04-11 /s/ Steven M. Spurlock, by power of attorney for Bruce W. Dunlevie 2018-04-11 /s/ Steven M. Spurlock, by power of attorney for Peter H. Fenton 2018-04-11 /s/ Steven M. Spurlock, by power of attorney for J. William Gurley 2018-04-11 /s/ Steven M. Spurlock, by power of attorney for Kevin R. Harvey 2018-04-11 /s/ Steven M. Spurlock, by power of attorney for Robert C. Kagle 2018-04-11 /s/ Steven M. Spurlock, by power of attorney for Mitchell H. Lasky 2018-04-11 EX-24 2 attachment1.htm EX-24 DOCUMENT

        AGREEMENT TO FILE JOINTLY AND STATEMENT APPOINTING DESIGNATED FILER
                            AND AUTHORIZED SIGNATORY

              Each of the undersigned entities and individuals (collectively,
the "Reporting Persons") hereby authorizes and designates Benchmark Capital
Management Co. V, L.L.C. or such other person or entity as is designated in
writing by Steven M. Spurlock (the "Designated Filer") as the beneficial owner
to prepare and file on behalf of such Reporting Person individually, or jointly
together with the other Reporting Persons, any and all reports, notices,
communications and other documents (including, but not limited to, reports on
Schedule 13D, Schedule 13G, Form 3, Form 4 and Form 5) that such Reporting
Person may be required to file with the United States Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended (together with the
implementing regulations thereto, the "Act"), the Securities Exchange Act of
1934, as amended (together with the implementing regulations thereto, the
"Exchange Act") or any other state or federal agency (collectively, the
"Reports") with respect to the Reporting Person's ownership of, or transactions
in, securities of any entity whose securities are beneficially owned (directly
or indirectly) by such Reporting Person (collectively, the "Companies").

              Each Reporting Person hereby further authorizes and designates
Steven M. Spurlock (the "Authorized Signatory") to execute and file on behalf of
such Reporting Person the Reports and to perform any and all other acts, which
in the opinion of the Designated Filer or Authorized Signatory may be necessary
or incidental to the performance of the foregoing powers herein granted.

              The authority of the Designated Filer and the Authorized Signatory
under this Document with respect to each Reporting Person shall continue until
such Reporting Person is no longer required to file any Reports with respect to
the Reporting Person's ownership of, or transactions in, the securities of the
Companies, unless earlier revoked in writing. Each Reporting Person acknowledges
that the Designated Filer and the Authorized Signatory are not assuming any of
the Reporting Person's responsibilities to comply with the Act or the Exchange
Act.

March 24, 2011                  BENCHMARK CAPITAL MANAGEMENT CO. V, L.L.C.,
                                a Delaware Limited Liability Company

                                By: /s/ Steven M. Spurlock
                                    --------------------------------------
                                    Steven M. Spurlock, Managing Member


March 24, 2011                  BENCHMARK CAPITAL PARTNERS V, L.P.,
                                a Delaware Limited Partnership

                                By: Benchmark Capital Management Co. V, L.L.C.,
                                    a Delaware Limited Liability Company
                                    Its General Partner

                                By: /s/ Steven M. Spurlock
                                    ------------------------------------------
                                    Steven M. Spurlock, Managing Member


March 24, 2011                  BENCHMARK FOUNDERS' FUND IV, L.P.,
                                a Delaware Limited Partnership

                                By: Benchmark Capital Management Co. V, L.L.C.,
                                    a Delaware Limited Liability Company
                                    Its General Partner

                                By: /s/ Steven M. Spurlock
                                    ------------------------------------------
                                    Steven M. Spurlock, Managing Member


March 24, 2011                  BENCHMARK FOUNDERS' FUND V-A, L.P.,
                                a Delaware Limited Partnership

                                By: Benchmark Capital Management Co. V, L.L.C.,
                                    a Delaware Limited Liability Company
                                    Its General Partner

                                By: /s/ Steven M. Spurlock
                                    ------------------------------------------
                                    Steven M. Spurlock, Managing Member


March 24, 2011                  BENCHMARK FOUNDERS' FUND V-B, L.P.,
                                a Delaware Limited Partnership

                                By: Benchmark Capital Management Co. IV, L.L.C.,
                                    a Delaware Limited Liability Company
                                    Its General Partner

                                By: /s/ Steven M. Spurlock
                                    ------------------------------------------
                                    Steven M. Spurlock, Managing Member


March 24, 2011                  By: /s/ Alexandre Balkanski
                                    ------------------------------------------
                                    Alexandre Balkanski

March 24, 2011                  By: /s/ Bruce W. Dunlevie
                                    ------------------------------------------
                                    Bruce W. Dunlevie

March 24, 2011                  By: /s/ J. William Gurley
                                    ------------------------------------------
                                    J. William Gurley

March 24, 2011                  By: /s/ Kevin R. Harvey
                                    ------------------------------------------
                                    Kevin R. Harvey

March 24, 2011                  By: /s/ Robert C. Kagle
                                    ------------------------------------------
                                    Robert C. Kagle

March 24, 2011                  By: /s/ Steven M. Spurlock
                                    ------------------------------------------
                                    Steven M. Spurlock

March 24, 2011                  By: /s/ Peter H. Fenton
                                    ------------------------------------------
                                    Peter H. Fenton

March 24, 2011                  By: /s/ Mitchell H. Lasky
                                    ------------------------------------------
                                    Mitchell H. Lasky