0000899243-18-009966.txt : 20180411 0000899243-18-009966.hdr.sgml : 20180411 20180411170538 ACCESSION NUMBER: 0000899243-18-009966 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: GOLDMAN KENNETH A CENTRAL INDEX KEY: 0001218470 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38451 FILM NUMBER: 18750623 MAIL ADDRESS: STREET 1: C/O YAHOO! INC. STREET 2: 701 FIRST AVENUE CITY: SUNNYVALE STATE: CA ZIP: 94089 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 0001218470 GOLDMAN KENNETH A C/O ZUORA, INC. 3050 SOUTH DELAWARE STREET, SUITE 301 SAN MATEO CA 94403 1 0 0 0 No securities beneficially held 0 D Class B Common Stock 0.00 Class A Common Stock 90000 D Class B Common Stock 0.00 Class A Common Stock 100000 I By GV Partners L.P. Stock Option (Right to buy Class B Common Stock) 3.24 2026-02-23 Class B Common Stock 75000 D 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 ("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. GV Partners L.P. is a family limited partnership of which the reporting person is the managing member. The option vests as to 1/16th of the shares quarterly following the February 1, 2016 vesting commencement date, with 100% of the total shares vested on February 1, 2020, subject to the reporting person's provision of service to the issuer on each vesting date. The option contains an early-exercise provision and is exercisable as to unvested shares, subject to the issuer's right of repurchase. Exhibit List - Exhibit 24 - Power of Attorney /s/ Jennifer Pileggi as attorney-in-fact for Kenneth A. Goldman 2018-04-11 EX-24 2 attachment1.htm EX-24 DOCUMENT
                           LIMITED POWER OF ATTORNEY

        The undersigned hereby constitutes and appoints Jennifer Pileggi, Tyler
Sloat and Paolo Battaglini, as long as they are providing services to Zuora,
Inc., a Delaware corporation (the "Company"), or any of them, the undersigned's
true and lawful attorney-in-fact to:

        (1) execute for and on behalf of the undersigned, in the undersigned's
            capacity as an officer and/or director of the Company, Forms 3, 4
            and 5 in accordance with Section 16(a) of the Securities Exchange
            Act of 1934, as amended (the "Exchange Act"), and the rules and
            regulations thereunder;

        (2) do and perform any and all acts for and on behalf of the undersigned
            that may be necessary or desirable to complete and execute any such
            Forms 3, 4 and 5 and timely file such forms with the Securities and
            Exchange Commission and any stock exchange or similar authority, if
            required; and

        (3) take any other action of any type whatsoever in connection with the
            foregoing that, in the opinion of such attorney-in-fact, may be of
            benefit to, in the best interest of, or legally required by, the
            undersigned, it being understood that the documents executed by such
            attorney-in-fact on behalf of the undersigned pursuant to this Power
            of Attorney shall be in such form and shall contain such terms and
            conditions as such attorney-in-fact may approve in such attorney-in-
            fact's discretion.

        The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform each and every act and thing whatsoever
requisite, necessary or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution and revocation, hereby ratifying and confirming all that each such
attorney-in-fact, or each such attorney-in-fact's substitute or substitutes,
shall lawfully do or cause to be done by virtue of this power of attorney and
the rights and powers herein granted.  The undersigned acknowledges that each of
the foregoing attorneys-in-fact, in serving in such capacity at the request of
the undersigned, is not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Exchange Act.

        The undersigned agrees that each such attorney-in-fact may rely entirely
on information furnished orally or in writing by the undersigned to each such
attorney-in-fact.  The undersigned also agrees to indemnify and hold harmless
the Company and each such attorney-in-fact against any losses, claims, damages
or liabilities (or actions in these respects) that arise out of or are based on
any untrue statement or omission of necessary facts in the information provided
by the undersigned to such attorney-in-fact for purposes of executing,
acknowledging, delivering and filing Forms 3, 4 or 5 (including amendments
thereto) and agrees to reimburse the Company and each such attorney-in-fact for
any legal or other expenses reasonably incurred in connection with investigating
or defending against any such loss, claim, damage, liability or action.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 12th day of March, 2018.


                                        /s/ Kenneth A. Goldman
                                        ------------------------------
                                        Name:  Kenneth A. Goldman