FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

Cougar Investment Holdings LLC
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)
(Last)          (First)          (Middle)

C/O VULCAN VENTURES, 505 FIFTH AVE. S, SUITE 900
3. Date of Earliest Transaction (MM/DD/YYYY)

4/16/2018
(Street)

SEATTLE, WA 98104
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
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
Series E Preferred Stock     (1) 4/16/2018     C         2472636      (1)   (1) Class B Common Stock   (2) 2472636   $0.00   0   I   By Vulcan Capital Growth Equity LLC   (3)
Class B Common Stock   (2)   (2) 4/16/2018     C      2472636         (2)   (2) Class A Common Stock   2472636   $0.00   2472636   I   By Vulcan Capital Growth Equity LLC   (3)
Series F Preferred Stock     (1) 4/16/2018     C         394809      (1)   (1) Class B Common Stock   (2) 394809   $0.00   0   I   By Vulcan Capital Growth Equity LLC   (3)
Class B Common Stock   (2)   (2) 4/16/2018     C      394809         (2)   (2) Class A Common Stock   394809   $0.00   2867445   I   By Vulcan Capital Growth Equity LLC   (3)

Explanation of Responses:
(1)  Each share of the issuer's Series E Preferred Stock and Series F Preferred Stock automatically converted 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 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Cougar Investment Holdings LLC
C/O VULCAN VENTURES
505 FIFTH AVE. S, SUITE 900
SEATTLE, WA 98104

X

ALLEN PAUL G
C/O VULCAN VENTURES
505 FIFTH AVENUE SOUTH, SUITE 900
SEATTLE, WA 98104

X

Vulcan Capital Growth Equity Management LLC
C/O VULCAN VENTURES
505 FIFTH AVE. S, SUITE 900
SEATTLE, WA 98104

X

Vulcan Capital Growth Equity LLC
C/O VULCAN VENTURES
505 FIFTH AVE. S, SUITE 900
SEATTLE, WA 98104

X


Signatures
/s/ David R. Stewart, as attorney-in-fact for Paul G. Allen 7/15/2018
** Signature of Reporting Person Date

/s/ David R. Stewart, Vice President for Cougar Investment Holdings LLC 7/15/2018
** Signature of Reporting Person Date

/s/ David R. Stewart, for Vulcan Capital Growth Equity Management LLC, as Vice President of Cougar Investment Holdings LLC, its Managing Member 7/15/2018
** Signature of Reporting Person Date

/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 7/15/2018
** 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 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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