Current Report Filing (8-k)
July 10 2018 - 4:17PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13
or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 10, 2018
Zuora, Inc.
(Exact name of registrant as
specified in its charter)
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Delaware
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001-38451
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20-5530976
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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3050 South Delaware Street, Suite 301, San Mateo, California
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94403
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (800)
425-1281
Not Applicable
(Former name or
former address, if changed since last report.)
Check the appropriate box below if the
Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to
Rule 14a-12
under the Exchange Act
(17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to
Rule 14d-2(b)
under the Exchange Act
(17 CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to
Rule 13e-4(c)
under the Exchange Act
(17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or
Rule 12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of
this chapter).
Emerging growth company
☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Notice of Satisfaction of Conditions for Early
Lock-Up
Expiration;
Expected Early
Lock-Up
Release Date
In connection with Zuora, Inc.s (the Company) initial public
offering of Class A common stock (the IPO), each of the Companys directors and executive officers and other holders of substantially all of the Companys outstanding equity securities as of the IPO entered into
lock-up
agreements with the underwriters that restrict their ability to sell or transfer their shares for a period of 180 days after April 11, 2018.
The
lock-up
agreements provide that the restricted period will end with respect to 25% of the shares subject to each
lock-up
agreement if, at any time beginning 90 days after April 11, 2018, (i) the Company filed at least one quarterly report on
Form 10-Q
or annual report
on
Form 10-K
and (ii) the last reported closing price of the Companys Class A common stock is at least 33% greater than the IPO price of the Companys Class A common stock for 10
out of any 15 consecutive trading days, including the last day of such
15-day
period, ending on or after the 90th day after April 11, 2018 (the Early Release Conditions); provided,
further, that if, such restricted period ends during a trading
black-out
period, the restricted period will end one full business day following the date that the Company announces its earnings results for the
previous fiscal quarter.
On July 10, 2018, the Early Release Conditions were satisfied and the Company was in its standard quarterly trading
black-out
period.
In accordance with the
lock-up
agreements, the restricted period for
the eligible 25% of the shares subject to each
lock-up
agreement will end, and such shares will become eligible for immediate sale in the public market, at the open of trading on first full business day
following the date that the Company announces its earnings results for its fiscal quarter ended July 31, 2018 (the Early
Lock-Up
Expiration Date) (subject to trading limitations on shares held
by affiliates of the Company, restrictions under the Companys insider trading policy and continued vesting of any unvested equity awards as of such date). The Company expects to announce its earnings results for its fiscal quarter ended
July 31, 2018 in August or early September 2018. The Company will announce the expected Early-Lock Up Expiration Date at least two days prior to the opening of trading on the Early
Lock-Up
Expiration
Date.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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ZUORA, INC.
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Dated: July 10, 2018
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By:
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/s/ Jennifer Pileggi
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Jennifer Pileggi
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Senior Vice President, General Counsel, and Corporate Secretary
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