SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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*
Cougar Investment Holdings LLC

(Last) (First) (Middle)
C/O VULCAN VENTURES
505 FIFTH AVE. S, SUITE 900

(Street)
SEATTLE WA 98104

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
04/11/2018
3. Issuer Name and Ticker or Trading Symbol
ZUORA INC [ ZUO ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
No securities beneficially held 0 D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series E Preferred Stock (1) (1) Class B Common Stock(2) 2,472,636 (1) I By Vulcan Capital Growth Equity LLC(3)
Series F Preferred Stock (1) (1) Class B Common Stock(2) 394,809 (1) I By Vulcan Capital Growth Equity LLC(3)
1. Name and Address of Reporting Person*
Cougar Investment Holdings LLC

(Last) (First) (Middle)
C/O VULCAN VENTURES
505 FIFTH AVE. S, SUITE 900

(Street)
SEATTLE WA 98104

(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*
ALLEN PAUL G

(Last) (First) (Middle)
C/O VULCAN VENTURES
505 FIFTH AVENUE SOUTH, SUITE 900

(Street)
SEATTLE WA 98104

(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*
Vulcan Capital Growth Equity Management LLC

(Last) (First) (Middle)
C/O VULCAN VENTURES
505 FIFTH AVE. S, SUITE 900

(Street)
SEATTLE WA 98104

(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*
Vulcan Capital Growth Equity LLC

(Last) (First) (Middle)
C/O VULCAN VENTURES
505 FIFTH AVE. S, SUITE 900

(Street)
SEATTLE WA 98104

(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 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 initial public offering ("IPO") and has no expiration date.
2. 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 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.
3. These securities are held of record by Vulcan Capital Growth Equity LLC ("VCGE"). Vulcan Capital Growth Equity Management LLC ("VCGE Management") manages VCGE. VCGE Management is managed by Cougar Investment Holdings LLC, which is wholly owned by Paul G. Allen, who has sole voting and investment power over the shares held by VCGE. Mr. Allen disclaims beneficial ownership over such securities except to the extent of his 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.
Remarks:
Exhibit List - Exhibit 24 - Power of Attorney
/s/ David R. Stewart, as attorney-in-fact for Paul G. Allen 07/15/2018
/s/ David R. Stewart, Vice President for Cougar Investment Holdings LLC 07/15/2018
/s/ David R. Stewart, for Vulcan Capital Growth Equity Management LLC, as Vice President of Cougar Investment Holdings LLC, its Managing Member 07/15/2018
/s/ David R. Stewart, Vice President of Cougar Investment Holdings LLC, the Managing Member of Vulcan Capital Growth Equity Management LLC, the Manager of Vulcan Capital Growth Equity LLC 07/15/2018
** 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 5 (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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