SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Shasta Ventures II LP

(Last) (First) (Middle)
C/O ZUORA, INC.
2440 SAND HILL ROAD, SUITE 300

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ZUORA INC [ ZUO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/16/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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
Class B Common Stock(1) (1) 04/16/2018 C 7,684,162 (1) (1) Class A Common Stock 7,684,162 $0.00 7,684,162 D(3)
Series B Preferred Stock (2) 04/16/2018 C 5,192,523 (2) (2) Class B Common Stock(1) 5,192,523 $0.00 0 D(3)
Series C Preferred Stock (2) 04/16/2018 C 1,224,915 (2) (2) Class B Common Stock(1) 1,224,915 $0.00 0 D(3)
Series D Preferred Stock (2) 04/16/2018 C 706,396 (2) (2) Class B Common Stock(1) 706,396 $0.00 0 D(3)
Series E Preferred Stock (2) 04/16/2018 C 494,527 (2) (2) Class B Common Stock(1) 494,527 $0.00 0 D(3)
Series F Preferred Stock (2) 04/16/2018 C 65,801 (2) (2) Class B Common Stock(1) 65,801 $0.00 0 D(3)
1. Name and Address of Reporting Person*
Shasta Ventures II LP

(Last) (First) (Middle)
C/O ZUORA, INC.
2440 SAND HILL ROAD, SUITE 300

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Shasta Ventures II GP, LLC

(Last) (First) (Middle)
C/O SHASTA VENTURES
2440 SAND HILL ROAD, SUITE 300

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. 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.
2. Each share of the issuer's Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, and Series F Preferred Stock will automatically convert into 1 share of the issuer's Class B Common Stock immediately upon the closing of the issuer's IPO and has no expiration date.
3. Shasta Ventures II GP, LLC is the general partner of Shasta Ventures II, L.P. Jason Pressman, a member of the issuer's Board of Directors, Robert Coneybeer, Tod Francis, and Ravi Mohan are the managing members of Shasta Ventures II GP, LLC and each of them may be deemed to exercise voting and investment power over the shares held of record by Shasta Ventures II, L.P.
Remarks:
SHASTA VENTURES II, L.P., By: Shasta Ventures II GP, LLC, its General Partner, /s/ Jason Pressman, Managing Member 04/16/2018
SHASTA VENTURES II GP, LLC, /s/ Jason Pressman, Managing Member 04/16/2018
** 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).
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