0001423774-23-000069.txt : 20230428 0001423774-23-000069.hdr.sgml : 20230428 20230428193159 ACCESSION NUMBER: 0001423774-23-000069 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230419 FILED AS OF DATE: 20230428 DATE AS OF CHANGE: 20230428 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: McElhatton Todd CENTRAL INDEX KEY: 0001815346 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38451 FILM NUMBER: 23869379 MAIL ADDRESS: STREET 1: 101 REDWOOD SHORES PARKWAY CITY: REDWOOD CITY STATE: CA ZIP: 94065 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ZUORA INC CENTRAL INDEX KEY: 0001423774 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 205530976 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 BUSINESS ADDRESS: STREET 1: 101 REDWOOD SHORES PARKWAY CITY: REDWOOD CITY STATE: CA ZIP: 94065 BUSINESS PHONE: 888-976-9056 MAIL ADDRESS: STREET 1: 101 REDWOOD SHORES PARKWAY CITY: REDWOOD CITY STATE: CA ZIP: 94065 4 1 wf-form4_168272470245823.xml FORM 4 X0407 4 2023-04-19 0 0001423774 ZUORA INC ZUO 0001815346 McElhatton Todd C/O ZUORA, INC. 101 REDWOOD SHORES PARKWAY REDWOOD CITY CA 94065 0 1 0 0 Chief Financial Officer 0 Restricted Stock Units (RSU)(Class A) 2023-04-19 4 A 0 300000 0 A Class A Common Stock 300000.0 300000 D Stock Option (Right to buy Class A Common Stock) 13.51 2023-04-26 4 D 0 150000 D 2030-06-22 Class A Common Stock 150000.0 0 D Restricted Stock Units (RSU)(Class A) 2023-04-26 4 A 0 51724 0 A Class A Common Stock 51724.0 51724 D Each restricted stock unit ("RSU") represents a contingent right to receive one share of Zuora's Class A Common Stock upon vesting for no consideration. The RSUs vest over three years, with 1/12 of the shares underlying the initial award vesting on June 30, 2023, and the remaining shares vesting as to 1/12 of the shares underlying the initial award quarterly thereafter, so long as the Reporting Person continues to provide services to Zuora through each vesting date. RSUs do not expire; these securities either vest and settle or are canceled prior to the vesting date. These transactions reflect the exchange of certain "underwater" options to acquire shares of Zuora's Class A Common Stock for unvested RSUs pursuant to the terms and conditions set forth in Zuora's Offer to Exchange Eligible Stock Options for Unvested Restricted Stock Units dated April 19, 2023 (the "Offer to Exchange"). The canceled option was granted to the Reporting Person on June 22, 2020. The option was subject to vesting over four years, with 1/4 of the shares vesting on June 22, 2021, and the remaining shares vesting as to 1/48 of the award each month thereafter, so long as the Reporting Person continued to provide services to Zuora through each vesting date. On April 26, 2023, pursuant to the Offer to Exchange, 150,000 option shares held by the Reporting Person were canceled and exchanged for 51,724 unvested RSUs, reflecting an exchange ratio of 2.9 option shares for each RSU share exchanged. The RSUs vest over two years, with 1/8 of the shares underlying the initial award vesting on June 30, 2023, and the remaining shares vesting as to 1/8 of the shares underlying the initial award quarterly thereafter, so long as the Reporting Person continues to provide services to Zuora through each vesting date. /s/ Sylvia Lexington as attorney-in-fact for Todd McElhatton 2023-04-28