Statement of Changes in Beneficial Ownership (4)
04 April 2022 - 11:29PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Srinivasan Sri |
2. Issuer Name and Ticker or Trading Symbol
ZUORA INC
[
ZUO
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Product & Tech Officer |
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(Last)
(First)
(Middle)
C/O ZUORA, INC., 101 REDWOOD SHORES PARKWAY |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/31/2022 |
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(Street)
REDWOOD CITY, CA 94065
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Class A Common Stock | 3/31/2022 | | M | | 17500 | A | $0 | 26598 | D | |
| Class A Common Stock | 4/1/2022 | | S | | 4366 (1) | D | $14.6269 (2) | 22232 | D | |
| Class A Common Stock | | | | | | | | 2000 | I | By The Srinivasan Muthuswamy Trust, Dated May 7th, 2015 (3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code
(Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) | 8. Price of Derivative Security
(Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Restricted Stock Units (RSU)(Class A) | (4) | 3/31/2022 | | M | | | 17500 | (5) | (6) | Class A Common Stock | 17500.0 | $0 | 192500 | D | |
| Explanation of Responses: |
| (1) | Shares sold to satisfy the Reporting Person's tax liability in connection with the issuance of Class A Common Stock resulting from the vesting of restricted stock units ("RSUs") as reported in row one of Table I. |
| (2) | Represents the weighted average sale price. The lowest price at which shares were sold was $14.5901 and the highest price at which shares were sold was $14.6273. The Reporting Person undertakes to provide upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer or its stockholders, full information regarding the total number of shares sold at each separate price within the range set forth in this footnote. |
| (3) | The securities are held of record by The Srinivasan Muthuswamy Trust, Dated May 7th, 2015, of which the Reporting Person is trustee. |
| (4) | Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock upon vesting for no consideration. |
| (5) | The RSUs vest over four years, with 1/4 of the shares underlying the initial award vesting on December 31, 2021, and the remaining shares vesting as to 1/16 of the shares underlying the initial award quarterly thereafter, so long as the Reporting Person continues to provide services to the Issuer through each vesting date. |
| (6) | RSUs do not expire; these securities either vest and settle or are canceled prior to the vesting date. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Srinivasan Sri
C/O ZUORA, INC.
101 REDWOOD SHORES PARKWAY
REDWOOD CITY, CA 94065 |
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| Chief Product & Tech Officer |
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Signatures
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| /s/ Andrew M. Cohen as attorney-in-fact for Sri Srinivasan | | 4/4/2022 |
| **Signature of Reporting Person | Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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