0000899243-18-010024.txt : 20180411
0000899243-18-010024.hdr.sgml : 20180411
20180411212136
ACCESSION NUMBER: 0000899243-18-010024
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180411
FILED AS OF DATE: 20180411
DATE AS OF CHANGE: 20180411
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Tenaya Capital V GP LLC
CENTRAL INDEX KEY: 0001514165
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38451
FILM NUMBER: 18751040
BUSINESS ADDRESS:
STREET 1: 2965 WOODSIDE ROAD, SUITE A
CITY: WOODSIDE
STATE: CA
ZIP: 94062
BUSINESS PHONE: (650) 687-6577
MAIL ADDRESS:
STREET 1: 2965 WOODSIDE ROAD, SUITE A
CITY: WOODSIDE
STATE: CA
ZIP: 94062
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Tenaya Capital V GP, LP
CENTRAL INDEX KEY: 0001514164
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38451
FILM NUMBER: 18751037
BUSINESS ADDRESS:
STREET 1: 2965 WOODSIDE ROAD, SUITE A
CITY: WOODSIDE
STATE: CA
ZIP: 94062
BUSINESS PHONE: (650) 687-6577
MAIL ADDRESS:
STREET 1: 2965 WOODSIDE ROAD, SUITE A
CITY: WOODSIDE
STATE: CA
ZIP: 94062
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Tenaya Capital V, LP
CENTRAL INDEX KEY: 0001514162
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38451
FILM NUMBER: 18751039
BUSINESS ADDRESS:
STREET 1: 2965 WOODSIDE ROAD, SUITE A
CITY: WOODSIDE
STATE: CA
ZIP: 94062
BUSINESS PHONE: (650) 687-6577
MAIL ADDRESS:
STREET 1: 2965 WOODSIDE ROAD, SUITE A
CITY: WOODSIDE
STATE: CA
ZIP: 94062
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Tenaya Capital V-P, LP
CENTRAL INDEX KEY: 0001514160
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38451
FILM NUMBER: 18751038
BUSINESS ADDRESS:
STREET 1: 2965 WOODSIDE ROAD, SUITE A
CITY: WOODSIDE
STATE: CA
ZIP: 94062
BUSINESS PHONE: (650) 687-6577
MAIL ADDRESS:
STREET 1: 2965 WOODSIDE ROAD, SUITE A
CITY: WOODSIDE
STATE: CA
ZIP: 94062
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
0001514165
Tenaya Capital V GP LLC
3280 ALPINE ROAD
PORTOLA VALLEY
CA
94028
0
0
1
0
0001514162
Tenaya Capital V, LP
3280 ALPINE ROAD
PORTOLA VALLEY
CA
94028
0
0
1
0
0001514160
Tenaya Capital V-P, LP
3280 ALPINE ROAD
PORTOLA VALLEY
CA
94028
0
0
1
0
0001514164
Tenaya Capital V GP, LP
3280 ALPINE ROAD
PORTOLA VALLEY
CA
94028
0
0
1
0
Series B Convertible Preferred Stock
Class B Common Stock
3099012
I
By Tenaya Capital V, LP
Series C Convertible Preferred Stock
Class B Common Stock
868891
I
By Tenaya Capital V, LP
Series D Convertible Preferred Stock
Class B Common Stock
436233
I
By Tenaya Capital V, LP
Series E Convertible Preferred Stock
Class B Common Stock
322970
I
By Tenaya Capital V, LP
Series F Convertible Preferred Stock
Class B Common Stock
51569
I
By Tenaya Capital V, LP
Series B Convertible Preferred Stock
Class B Common Stock
855293
I
By Tenaya Capital V-P, LP
Series C Convertible Preferred Stock
Class B Common Stock
239806
I
By Tenaya Capital V-P, LP
Series D Convertible Preferred Stock
Class B Common Stock
120321
I
By Tenaya Capital V-P, LP
Series E Convertible Preferred Stock
Class B Common Stock
89136
I
By Tenaya Capital V-P, LP
Series F Convertible Preferred Stock
Class B Common Stock
14232
I
By Tenaya Capital V-P, LP
The general partner of each of Tenaya Capital V, LP and Tenaya Capital V-P, LP is Tenaya Capital V GP, LP ("V GP, LP") whose general partner is Tenaya Capital V GP, LLC ("V GP, LLC"). By virtue of such relationships, V GP, LP and V GP, LLC may be deemed to have voting and dispositive power over the securities held by Tenaya Capital V, LP and Tenaya Capital V-P, LP and, as a result, may be deemed to have beneficial ownership over such securities. Messrs. Tom Banahan, Ben Boyer, Stewart Gollmer, Brian Melton, and Brian Paul are the managing members of V GP, LLC and such managing members share voting and dispositive power over the securities held by Tenaya Capital V, LP and Tenaya Capital V-P, LP.
Each of V GP, LP and V GP, LLC disclaims beneficial ownership of the securities held by Tenaya Capital V, LP and Tenaya Capital V-P, LP except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
Each share of the Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock automatically convert into Class B Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering. The Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock have no expiration date.
Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and will automatically convert into one share of Class A Common Stock upon the date that is the earlier of (i) the date specified by a vote of the holders of 66 2/3% of the outstanding shares of Class B Common Stock, (ii) ten years from the closing of the Issuer's initial public offering, and (iii) the date that the total number of shares of the Issuer's Class B Common Stock outstanding ceases to represent at least 5% of all outstanding shares of the Issuer's Common Stock. In addition, each share of Class A Common Stock will automatically convert into one share of Class B Common Stock upon any transfer, whether or not for value, which occurs after the closing of the Issuer's initial public offering, subject to certain exceptions.
/s/ Tom Muscarella, Authorized Signatory, Tenaya Capital V GP, LLC
2018-04-11
/s/ Tom Muscarella, Authorized Signatory, Tenaya Capital V GP, LLC, the General Partner of Tenaya Capital V GP, LP
2018-04-11
/s/ Tom Muscarella, Authorized Signatory, Tenaya Capital V GP, LLC, the General Partner of Tenaya Capital V GP, LP, the General Partner of Tenaya Capital V, LP
2018-04-11
/s/ Tom Muscarella, Authorized Signatory, Tenaya Capital V GP, LLC, the General Partner of Tenaya Capital V GP, LP, the General Partner of Tenaya Capital V-P, LP
2018-04-11