Zuora Inc
Common Stock
98983V106
July 30, 2018
Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
[ ] | Rule 13d-1(b) |
[X] | Rule 13d-1(c) |
[ ] | Rule 13d-1(d) |
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act, but shall be subject to all other provisions of the Act (however, see the Notes.)
CUSIP No. | 98983V106 |
1. |
NAMES OF REPORTING PERSONS Hadley Harbor Master Investors (Cayman) L.P. |
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] |
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3. | SEC USE ONLY | ||
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. SOLE VOTING POWER | 0 | |
6. SHARED VOTING POWER | 1,974,048 | ||
7. SOLE DISPOSITIVE POWER | 0 | ||
8. SHARED DISPOSITIVE POWER | 1,974,048 | ||
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,974,048 |
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10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] |
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11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 10.06% |
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12. |
TYPE OF REPORTING PERSON PN |
Item 1. | ||||
(a) |
Name of Issuer Zuora Inc |
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(b) |
Address of Issuer's Principal Executive Offices 3050 South Delaware Street Suite 301 San Mateo, CA 94403 |
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Item 2. | ||||
(a) |
Name of Person Filing Hadley Harbor Master Investors (Cayman) L.P. |
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(b) |
Address of Principal Business Office or, if None, Residence c/o Wellington Management Company LLP 280 Congress Street Boston, MA 02210 |
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(c) |
Citizenship Cayman Islands |
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(d) |
Title of Class of Securities Common Stock |
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(e) |
CUSIP Number 98983V106 |
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Item 3. | If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: | |||
(a) | [ ] | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o). | ||
(b) | [ ] | Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). | ||
(c) | [ ] | Insurance Company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c). | ||
(d) | [ ] | Investment Company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | ||
(e) | [ ] | An investment adviser in accordance with Rule 240.13d-1(b)(1)(ii)(E); | ||
(f) | [ ] | An employee benefit plan or endowment fund in accordance with Rule 240.13d-1(b)(1)(ii)(F); | ||
(g) | [ ] | A parent holding company or control person in accordance with Rule 240.13d-1(b)(1)(ii)(G); | ||
(h) | [ ] | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||
(i) | [ ] | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | ||
(j) | [ ] | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(J). | ||
If this statement is filed pursuant to Rule 13d-1(c), check this box [X] | ||||
Item 4. | Ownership. | |||
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. | ||||
(a) | Amount Beneficially Owned: | |||
Consists of 1,974,048 shares of Class B Common Stock that was converted to Class A shares subject to a lock-up agreement that restricts any trading in Zuora stock until certain conditions are met. The Company has two classes of common stock outstanding, Class A Common Stock and Class B Common Stock. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to voting and conversion. Each share of Class B Common Stock has ten votes and each share of Class A Common Stock has one vote. Based upon 17,640,120 shares of Class A common stock of the Company outstanding as of June 8, 2018, as reported by the Company in its Quarterly Report on Form 10-Q for the quarter ended April 30, 2018 filed with the Securities and Exchange Commission (the “SEC”) on June 13, 2018, plus the 1,974,048 shares of Class A common stock currently held by the Reporting Persons. Assuming full conversion of all the currently outstanding Class B Common Stock, the 1,974,048 shares of Class A Common Stock would represent 1.84% of the total Common Stock outstanding. | ||||
(b) | Percent of Class: | |||
10.06% | ||||
(c) | Number of shares as to which such person has: | |||
(i) | sole power to vote or to direct the vote | 0 | ||
(ii) | shared power to vote or to direct the vote | 1,974,048 | ||
(iii) | sole power to dispose or to direct the disposition of | 0 | ||
(iv) | shared power to dispose or to direct the disposition of | 1,974,048 | ||
Item 5. | Ownership of Five Percent or Less of Class. | |||
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: [ ] | ||||
Item 6. | Ownership of More than Five Percent on Behalf of Another Person. | |||
Not Applicable | ||||
Item 7. |
Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company. |
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Not Applicable. |
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Item 8. |
Identification and Classification of Members of the Group. Not Applicable. |
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Item 9. |
Notice of Dissolution of Group. Not Applicable. |
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Item 10. |
Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. |
By: Hadley Harbor Master Investors (Cayman) L.P. |
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By: Wellington Alternative Investments LLC Its General Partner |
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By: /s/ John Colin Sullivan |
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Name: John Colin Sullivan |
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Title: Authorized Person |
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Date:
August
9,
2018
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