0001209191-18-054323.txt : 20181004
0001209191-18-054323.hdr.sgml : 20181004
20181004194203
ACCESSION NUMBER: 0001209191-18-054323
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20181002
FILED AS OF DATE: 20181004
DATE AS OF CHANGE: 20181004
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SPURLOCK STEVEN M
CENTRAL INDEX KEY: 0001190193
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38451
FILM NUMBER: 181108974
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: BALKANSKI ALEXANDRE
CENTRAL INDEX KEY: 0001190192
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38451
FILM NUMBER: 181108975
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38451
FILM NUMBER: 181108976
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38451
FILM NUMBER: 181108977
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38451
FILM NUMBER: 181108978
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38451
FILM NUMBER: 181108979
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38451
FILM NUMBER: 181108980
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
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2018-10-02
0
0001423774
ZUORA INC
ZUO
0001190193
SPURLOCK STEVEN M
2965 WOODSIDE ROAD
WOODSIDE
CA
94062
0
0
1
0
0001190192
BALKANSKI ALEXANDRE
2965 WOODSIDE ROAD
WOODSIDE
CA
94062
0
0
1
0
0001190211
DUNLEVIE BRUCE
2965 WOODSIDE ROAD
WOODSIDE
CA
94062
0
0
1
0
0001190191
GURLEY J WILLIAM
2965 WOODSIDE ROAD
WOODSIDE
CA
94062
0
0
1
0
0001190213
HARVEY KEVIN
2965 WOODSIDE ROAD
WOODSIDE
CA
94062
0
0
1
0
0001183234
KAGLE ROBERT
2965 WOODSIDE ROAD
WOODSIDE
CA
94062
0
0
1
0
0001091435
LASKY MITCHELL
2965 WOODSIDE ROAD
WOODSIDE
CA
94062
0
0
1
0
Class A Common Stock
2018-10-02
4
C
0
2564431
0.00
A
2564431
I
See footnote
Class A Common Stock
2018-10-02
4
J
0
2564431
0.00
D
0
I
See footnote
Class A Common Stock
2018-10-02
4
J
0
28450
0.00
A
28450
I
See footnote
Class A Common Stock
2018-10-03
4
S
0
2342
20.7631
D
26108
I
See footnote
Class A Common Stock
2018-10-03
4
S
0
26108
20.948
D
0
I
See footnote
Class A Common Stock
2018-10-02
4
J
0
13937
0.00
A
13937
I
See footnote
Class A Common Stock
2018-10-02
4
J
0
97129
0.00
A
97129
I
See footnote
Class A Common Stock
2018-10-02
4
J
0
91156
0.00
A
91156
I
See footnote
Class A Common Stock
2018-10-02
5
G
0
E
91156
0.00
D
0
I
See footnote
Class A Common Stock
2018-10-02
4
J
0
33184
0.00
A
33184
I
See footnote
Class A Common Stock
2018-10-02
5
G
0
E
33184
0.00
D
0
I
See footnote
Class A Common Stock
2018-10-02
4
J
0
112604
0.00
A
112604
I
See footnote
Class A Common Stock
2018-10-03
4
S
0
9369
20.7631
D
103235
I
See footnote
Class A Common Stock
2018-10-02
4
J
0
1195
0.00
A
1195
I
See footnote
Class A Common Stock
2018-10-02
4
J
0
157524
0.00
A
157524
I
See footnote
Class A Common Stock
2018-10-02
4
J
0
104430
0.00
A
104430
I
See footnote
Class A Common Stock
2018-10-02
4
J
0
48328
0.00
A
48328
I
See footnote
Class A Common Stock
2018-10-02
5
G
0
E
48328
0.00
D
0
I
See footnote
Class B Common Stock
2018-10-02
4
C
0
2564431
0.00
D
Class A Common Stock
2564431
7693293
I
See footnote
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.
Represents a pro-rata, in-kind distribution by BCP V and its affiliated funds and related persons, without additional consideration, to their respective partners, members and assigns.
Shares are held by Steven M. Spurlock's family trust.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.45 to $21.05, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.80 to $21.08, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
Shares are held by a limited partnership controlled by Alexandre Balkanski.
Shares are held by Alexandre Balkanski's family trust.
Shares are held by Bruce W. Dunlevie's family trust.
Shares are held by a limited partnership controlled by Bruce W. Dunlevie.
Shares are held directly by J. William Gurley.
Shares are held by a limited partnership controlled by J. William Gurley.
Shares are held by Kevin R. Harvey's family trust.
Shares are held directly by Robert C. Kagle.
Shares are held directly by Mitchell H. Lasky.
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 initial public offering, 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.
Not applicable.
This is one of three reports, each on a separate Form 4, but relating to the same transaction being filed by entities affiliated with Benchmark and their applicable members.
/s/ Steven M. Spurlock
2018-10-04
/s/ Steven M. Spurlock, by power of attorney for Alexandre Balkanski
2018-10-04
/s/ Steven M. Spurlock, by power of attorney for Bruce W. Dunlevie
2018-10-04
/s/ Steven M. Spurlock, by power of attorney for J. William Gurley
2018-10-04
/s/ Steven M. Spurlock, by power of attorney for Kevin R. Harvey
2018-10-04
/s/ Steven M. Spurlock, by power of attorney for Robert C. Kagle
2018-10-04
/s/ Steven M. Spurlock, by power of attorney for Mitchell H. Lasky
2018-10-04