SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. 1)*
Zuora,
Inc.
(Name of
Issuer)
Class A Common Stock
(Title of
Class of Securities)
98983V106
(CUSIP Number)
December 31, 2019
(Date of
Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule
13d-1(d)
*The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
(Continued on following pages)
Page 1
of 20 Pages
Exhibit Index Contained on Page 19
CUSIP NO. 98983V106
|
13 G
|
Page 2 of 20
|
1
|
NAME OF REPORTING PERSON Benchmark Capital Partners V, L.P. (“BCP V”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
2,353,051 shares*, except that Benchmark Capital
Management Co. V, L.L.C. (“BCMC V”), the general partner of BCP V, may be deemed to have sole power to vote
these shares, and Alexandre Balkanski (“Balkanski”), Bruce W. Dunlevie (“Dunlevie”), Peter Fenton (“Fenton”),
J. William Gurley (“Gurley”), Kevin R. Harvey (“Harvey”), Robert C. Kagle (“Kagle”), Mitchell
H. Lasky (“Lasky”) and Steven M. Spurlock (“Spurlock”), the members of BCMC V, may be deemed to have
shared power to vote these shares.
|
6
|
SHARED VOTING POWER
See response to row 5.
|
7
|
SOLE DISPOSITIVE POWER
2,353,051 shares*, except that BCMC V, the general
partner of BCP V, may be deemed to have sole power to dispose of these shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey,
Kagle, Lasky and Spurlock, the members of BCMC V, may be deemed to have shared power to dispose of these shares.
|
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,353,051
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.5%
|
12
|
TYPE OF REPORTING PERSON
PN
|
* Represents 2,353,051 shares of Class B Common Stock held
directly by BCP V. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common
Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common
Stock only (assuming conversion of the 2,353,051 shares of Class B Common Stock held by BCP V). If the outstanding number of shares
included both Class A Common Stock and Class B Common Stock, this percentage would be 2.1%.
CUSIP NO. 98983V106
|
13 G
|
Page 3 of 20
|
1
|
NAME OF REPORTING PERSON Benchmark Founders’ Fund V, L.P. (“BFF V”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
288,340 shares*, except that BCMC V, the general
partner of BFF V, may be deemed to have sole power to vote these shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey,
Kagle, Lasky and Spurlock, the members of BCMC V, may be deemed to have shared power to vote these shares.
|
6
|
SHARED VOTING POWER
See response to row 5.
|
7
|
SOLE DISPOSITIVE POWER
288,340 shares*, except that BCMC V, the general
partner of BFF V, may be deemed to have sole power to dispose of these shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey,
Kagle, Lasky and Spurlock, the members of BCMC V, may be deemed to have shared power to dispose of these shares.
|
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
288,340
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.3%
|
12
|
TYPE OF REPORTING PERSON
PN
|
* Represents 288,340 shares of Class B Common Stock held directly
by BFF V. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock.
Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock
only (assuming conversion of the 288,340 shares of Class B Common Stock held by BFF V). If the outstanding number of shares included
both Class A Common Stock and Class B Common Stock, this percentage would be 0.3%.
CUSIP NO. 98983V106
|
13 G
|
Page 4 of 20
|
1
|
NAME OF REPORTING PERSON Benchmark Founders’ Fund V-A, L.P. (“BFF V-A”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
55,207 shares*, except that BCMC V, the general
partner of BFF V-A, may be deemed to have sole power to vote these shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle,
Lasky and Spurlock, the members of BCMC V, may be deemed to have shared power to vote these shares.
|
6
|
SHARED VOTING POWER
See response to row 5.
|
7
|
SOLE DISPOSITIVE POWER
55,207 shares*, except that BCMC V, the general partner
of BFF V-A, may be deemed to have sole power to dispose of these shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle,
Lasky and Spurlock, the members of BCMC V, may be deemed to have shared power to dispose of these shares.
|
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
55,207
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1%
|
12
|
TYPE OF REPORTING PERSON
PN
|
* Represents 55,207 shares of Class B Common Stock held directly
by BFF V-A. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock.
Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock
only (assuming conversion of the 55,207 shares of Class B Common Stock held by BFF V-A). If the outstanding number of shares included
both Class A Common Stock and Class B Common Stock, this percentage would be less than 0.1%.
CUSIP NO. 98983V106
|
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|
Page 5 of 20
|
1
|
NAME OF REPORTING PERSON Benchmark Founders’ Fund V-B, L.P. (“BFF V-B”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
43,440 shares*, except that BCMC V, the general
partner of BFF V-B, may be deemed to have sole power to vote these shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle,
Lasky and Spurlock, the members of BCMC V, may be deemed to have shared power to vote these shares.
|
6
|
SHARED VOTING POWER
See response to row 5.
|
7
|
SOLE DISPOSITIVE POWER
43,440 shares*, except that BCMC V, the general
partner of BFF V-B, may be deemed to have sole power to dispose of these shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey,
Kagle, Lasky and Spurlock, the members of BCMC V, may be deemed to have shared power to dispose of these shares.
|
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
43,440
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1%
|
12
|
TYPE OF REPORTING PERSON
PN
|
* Represents 43,440 shares of Class B Common Stock held directly
by BFF V-B. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock.
Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock
only (assuming conversion of the 43,440 shares of Class B Common Stock held by BFF V-B). If the outstanding number of shares included
both Class A Common Stock and Class B Common Stock, this percentage would be less than 0.1%.
CUSIP NO. 98983V106
|
13 G
|
Page 6 of 20
|
1
|
NAME
OF REPORTING PERSON Benchmark Capital Management Co. V,
L.L.C.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
3,077,317 shares*, of which 2,353,051 are directly owned by BCP V, 288,340 are directly owned by BFF V,
55,207 are directly owned by BFF V-A, 43,440 are directly owned by BFF V-B and 337,279 are held in nominee form
for the benefit of persons associated with BCMC V. BCMC V, the general partner of BCP V, BFF V,
BFF V-A and BFF V-B, may be deemed to have sole power to vote these shares, and Balkanski, Dunlevie, Fenton, Gurley,
Harvey, Kagle, Lasky and Spurlock, the members of BCMC V, may be deemed to have shared power to vote these shares.
|
6
|
SHARED
VOTING POWER
See response to row 5.
|
7
|
SOLE
DISPOSITIVE POWER
3,077,317 shares*, of which 2,353,051 are directly owned by BCP V, 288,340 are directly owned by BFF V,
55,207 are directly owned by BFF V-A, 43,440 are directly owned by BFF V-B and 337,279 are held in nominee form
for the benefit of persons associated with BCMC V. BCMC V, the general partner of BCP V, BFF V, BFF V-A and BFF
V-B, may be deemed to have sole power to dispose of these shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle,
Lasky and Spurlock, the members of BCMC V, may be deemed to have shared power to dispose of these shares.
|
|
8
|
SHARED
DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,077,317
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.1%
|
12
|
TYPE
OF REPORTING PERSON
OO
|
* Represents an aggregate of 3,077,317 shares
of Class B Common Stock held directly by BCP V, BFF V, BFF V-A and BFF V-B, respectively. Each share of Class B Common Stock is
convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage
in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 3,077,317 shares
of Class B Common Stock held by BCP V, BFF V, BFF V-A and BFF V-B, respectively). If the outstanding number of shares included
both Class A Common Stock and Class B Common Stock, this percentage would be 2.7%
CUSIP NO. 98983V106
|
13 G
|
Page 7 of 20
|
1
|
NAME
OF REPORTING PERSON Alexandre Balkanski
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
U.S.
Citizen
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
0 shares
|
6
|
SHARED
VOTING POWER
3,077,317 shares*, of which 2,353,051 are directly owned by BCP V, 288,340 are directly owned
by BFF V, 55,207 are directly owned by BFF V-A, 43,440 are directly owned by BFF V-B and 337,279 are held
in nominee form for the benefit of persons associated with BCMC V. BCMC V is the general partner of BCP V, BFF
V, BFF V-A and BFF V-B, and Balkanski, a member of BCMC V, may be deemed to have shared power to vote these shares.
|
7
|
SOLE
DISPOSITIVE POWER
0 shares
|
|
8
|
SHARED
DISPOSITIVE POWER
3,077,317 shares*, of which 2,353,051 are directly owned by BCP V, 288,340 are directly
owned by BFF V, 55,207 are directly owned by BFF V-A, 43,440 are directly owned by BFF V-B and 337,279 are held
in nominee form for the benefit of persons associated with BCMC V. BCMC V is the general partner of BCP V, BFF V, BFF V-A and
BFF V-B, and Balkanski, a member of BCMC V, may be deemed to have shared power to have shared power to dispose of these shares.
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,077,317
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.1%
|
12
|
TYPE
OF REPORTING PERSON
IN
|
* Represents an aggregate of 3,077,317 shares
of Class B Common Stock held directly by BCP V, BFF V, BFF V-A and BFF V-B, respectively. Each share of Class B Common Stock is
convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage
in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 3,077,317 shares
of Class B Common Stock held by BCP V, BFF V, BFF V-A and BFF V-B, respectively). If the outstanding number of shares included
both Class A Common Stock and Class B Common Stock, this percentage would be 2.7%
CUSIP NO. 98983V106
|
13 G
|
Page 8 of 20
|
1
|
NAME
OF REPORTING PERSON Bruce W. Dunlevie
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
U.S.
Citizen
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
0 shares.
|
6
|
SHARED
VOTING POWER
3,077,317 shares*, of which 2,353,051 are directly owned by BCP V, 288,340 are directly owned by BFF V,
55,207 are directly owned by BFF V-A, 43,440 are directly owned by BFF V-B and 337,279 are held in nominee
form for the benefit of persons associated with BCMC V. BCMC V is the general partner of BCP V, BFF V, BFF
V-A and BFF V-B, and Dunlevie, a member of BCMC V, may be deemed to have shared power to vote these shares.
|
7
|
SOLE
DISPOSITIVE POWER
0 shares.
|
|
8
|
SHARED
DISPOSITIVE POWER
3,077,317 shares*, of which 2,353,051 are directly owned by BCP V, 288,340 are directly owned by BFF V,
55,207 are directly owned by BFF V-A, 43,440 are directly owned by BFF V-B and 337,279 are held in nominee
form for the benefit of persons associated with BCMC V. BCMC V is the general partner of BCP V, BFF V, BFF
V-A and BFF V-B, and Dunlevie, a member of BCMC V, may be deemed to have shared power to dispose of these shares.
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,077,317
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.1%
|
12
|
TYPE
OF REPORTING PERSON
IN
|
* Represents an aggregate of 3,077,317 shares
of Class B Common Stock held directly by BCP V, BFF V, BFF V-A and BFF V-B, respectively. Each share of Class B Common Stock is
convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage
in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 3,077,317 shares
of Class B Common Stock held by BCP V, BFF V, BFF V-A and BFF V-B, respectively). If the outstanding number of shares included
both Class A Common Stock and Class B Common Stock, this percentage would be 2.7%
CUSIP NO. 98983V106
|
13 G
|
Page 9 of 20
|
1
|
NAME
OF REPORTING PERSON Peter Fenton
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
U.S. Citizen
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
271,503 shares
|
6
|
SHARED
VOTING POWER
3,077,317 shares*, of which 2,353,051 are directly owned by BCP V, 288,340 are directly owned by BFF V,
55,207 are directly owned by BFF V-A, 43,440 are directly owned by BFF V-B and 337,279 are held in nominee
form for the benefit of persons associated with BCMC V. BCMC V is the general partner of BCP V, BFF V, BFF
V-A and BFF V-B, and Fenton, a member of BCMC V, may be deemed to have shared power to vote these shares.
|
7
|
SOLE
DISPOSITIVE POWER
271,503 shares
|
|
8
|
SHARED
DISPOSITIVE POWER
3,077,317 shares*, of which 2,353,051 are directly owned by BCP V, 288,340 are directly owned by BFF V,
55,207 are directly owned by BFF V-A, 43,440 are directly owned by BFF V-B and 337,279 are held in nominee
form for the benefit of persons associated with BCMC V. BCMC V is the general partner of BCP V, BFF V, BFF
V-A and BFF V-B, and Fenton, a member of BCMC V, may be deemed to have shared power to dispose of these shares.
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,348,820
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.3%
|
12
|
TYPE
OF REPORTING PERSON
IN
|
* Represents an aggregate of 3,077,317 shares
of Class B Common Stock held directly by BCP V, BFF V, BFF V-A and BFF V-B, respectively. Each share of Class B Common Stock is
convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage
in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 3,077,317 shares
of Class B Common Stock held by BCP V, BFF V, BFF V-A and BFF V-B, respectively). If the outstanding number of shares included
both Class A Common Stock and Class B Common Stock, this percentage would be 3.0%
CUSIP NO. 98983V106
|
13 G
|
Page 10 of 20
|
1
|
NAME
OF REPORTING PERSON J. William Gurley
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
U.S. Citizen
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
0 shares
|
6
|
SHARED
VOTING POWER
3,077,317 shares*, of which 2,353,051 are directly owned by BCP V, 288,340 are directly owned by BFF V,
55,207 are directly owned by BFF V-A, 43,440 are directly owned by BFF V-B and 337,279 are held in nominee
form for the benefit of persons associated with BCMC V. BCMC V is the general partner of BCP V, BFF V, BFF
V-A and BFF V-B, and Gurley, a member of BCMC V, may be deemed to have shared power to vote these shares.
|
7
|
SOLE
DISPOSITIVE POWER
0 shares
|
|
8
|
SHARED
DISPOSITIVE POWER
3,077,317 shares*, of which 2,353,051 are directly owned by BCP V, 288,340 are directly owned by BFF V,
55,207 are directly owned by BFF V-A, 43,440 are directly owned by BFF V-B and 337,279 are held in nominee
form for the benefit of persons associated with BCMC V. BCMC V is the general partner of BCP V, BFF V, BFF V-A
and BFF V-B, and Gurley, a member of BCMC V, may be deemed to have shared power to dispose of these shares.
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,077,317
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.1%
|
12
|
TYPE
OF REPORTING PERSON
IN
|
* Represents an aggregate of 3,077,317 shares of Class
B Common Stock held directly by BCP V, BFF V, BFF V-A and BFF V-B, respectively. Each share of Class B Common Stock is convertible
at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row
11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 3,077,317 shares of Class
B Common Stock held by BCP V, BFF V, BFF V-A and BFF V-B, respectively). If the outstanding number of shares included both Class
A Common Stock and Class B Common Stock, this percentage would be 2.7%
CUSIP NO. 98983V106
|
13 G
|
Page 11 of 20
|
1
|
NAME OF REPORTING PERSON Kevin R. Harvey
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0 shares
|
6
|
SHARED VOTING POWER
3,077,317 shares*, of which 2,353,051 are directly
owned by BCP V, 288,340 are directly owned by BFF V, 55,207 are directly owned by BFF V-A, 43,440 are directly owned
by BFF V-B and 337,279 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the general
partner of BCP V, BFF V, BFF V-A and BFF V-B, and Harvey, a member of BCMC V, may be deemed to have shared power to vote these
shares.
|
7
|
SOLE
DISPOSITIVE POWER
0 shares
|
|
8
|
SHARED DISPOSITIVE POWER
3,077,317 shares*, of which 2,353,051 are directly
owned by BCP V, 288,340 are directly owned by BFF V, 55,207 are directly owned by BFF V-A, 43,440 are directly owned
by BFF V-B and 337,279 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the general partner
of BCP V, BFF V, BFF V-A and BFF V-B, and Harvey, a member of BCMC V, may be deemed to have shared power to dispose of these shares.
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,077,317
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.1%
|
12
|
TYPE OF REPORTING PERSON
IN
|
* Represents an aggregate of 3,077,317 shares of
Class B Common Stock held directly by BCP V, BFF V, BFF V-A and BFF V-B, respectively. Each share of Class B Common Stock is convertible
at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row
11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 3,077,317 shares of Class
B Common Stock held by BCP V, BFF V, BFF V-A and BFF V-B, respectively). If the outstanding number of shares included both Class
A Common Stock and Class B Common Stock, this percentage would be 2.7%
CUSIP NO. 98983V106
|
13 G
|
Page 12 of 20
|
1
|
NAME OF REPORTING PERSON Robert C. Kagle
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0 shares
|
6
|
SHARED VOTING POWER
3,077,317 shares*, of which 2,353,051 are directly
owned by BCP V, 288,340 are directly owned by BFF V, 55,207 are directly owned by BFF V-A, 43,440 are directly owned
by BFF V-B and 337,279 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the general
partner of BCP V, BFF V, BFF V-A and BFF V-B, and Kagle, a member of BCMC V, may be deemed to have shared power to vote these shares.
|
7
|
SOLE
DISPOSITIVE POWER
0 shares
|
|
8
|
SHARED DISPOSITIVE POWER
3,077,317 shares*, of which 2,353,051 are directly
owned by BCP V, 288,340 are directly owned by BFF V, 55,207 are directly owned by BFF V-A, 43,440 are directly owned
by BFF V-B and 337,279 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the general
partner of BCP V, BFF V, BFF V-A and BFF V-B, and Kagle, a member of BCMC V, may be deemed to have shared power to dispose of these
shares.
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,077,317
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.1%
|
12
|
TYPE OF REPORTING PERSON
IN
|
* Represents
an aggregate of 3,077,317 shares of Class B Common Stock held directly by BCP V, BFF V, BFF V-A and BFF V-B, respectively. Each
share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule
13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming
conversion of the 3,077,317 shares of Class B Common Stock held by BCP V, BFF V, BFF V-A and BFF V-B, respectively). If the outstanding
number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 2.7%
CUSIP NO. 98983V106
|
13 G
|
Page 13 of 20
|
1
|
NAME OF REPORTING PERSON Mitchell H. Lasky
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0 shares
|
6
|
SHARED VOTING POWER
3,077,317 shares*, of which 2,353,051 are directly
owned by BCP V, 288,340 are directly owned by BFF V, 55,207 are directly owned by BFF V-A, 43,440 are directly owned
by BFF V-B and 337,279 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the general
partner of BCP V, BFF V, BFF V-A and BFF V-B, and Lasky, a member of BCMC V, may be deemed to have shared power to vote these shares.
|
7
|
SOLE
DISPOSITIVE POWER
0 shares
|
|
8
|
SHARED DISPOSITIVE POWER
3,077,317 shares*, of which 2,353,051 are directly
owned by BCP V, 288,340 are directly owned by BFF V, 55,207 are directly owned by BFF V-A, 43,440 are directly owned
by BFF V-B and 337,279 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the general partner
of BCP V, BFF V, BFF V-A and BFF V-B, and Lasky, a member of BCMC V, may be deemed to have shared power to dispose of these shares.
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,077,317
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.1%
|
12
|
TYPE OF REPORTING PERSON
IN
|
* Represents an aggregate of 3,077,317 shares of
Class B Common Stock held directly by BCP V, BFF V, BFF V-A and BFF V-B, respectively. Each share of Class B Common Stock is convertible
at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row
11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 3,077,317 shares of Class
B Common Stock held by BCP V, BFF V, BFF V-A and BFF V-B, respectively). If the outstanding number of shares included both Class
A Common Stock and Class B Common Stock, this percentage would be 2.7%
CUSIP NO. 98983V106
|
13 G
|
Page 14 of 20
|
1
|
NAME OF REPORTING PERSON Steven M. Spurlock
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0 shares
|
6
|
SHARED VOTING POWER
3,077,317 shares*, of which 2,353,051 are directly
owned by BCP V, 288,340 are directly owned by BFF V, 55,207 are directly owned by BFF V-A, 43,440 are directly owned
by BFF V-B and 337,279 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the general
partner of BCP V, BFF V, BFF V-A and BFF V-B, and Spurlock, a member of BCMC V, may be deemed to have shared power to vote these
shares.
|
7
|
SOLE
DISPOSITIVE POWER
0 shares
|
|
8
|
SHARED DISPOSITIVE POWER
3,077,317 shares*, of which 2,353,051 are directly
owned by BCP V, 288,340 are directly owned by BFF V, 55,207 are directly owned by BFF V-A, 43,440 are directly owned
by BFF V-B and 337,279 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the general partner
of BCP V, BFF V, BFF V-A and BFF V-B, and Spurlock, a member of BCMC V, may be deemed to have shared power to dispose of these
shares.
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,077,317
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.1%
|
12
|
TYPE OF REPORTING PERSON
IN
|
* Represents an aggregate of 3,077,317 shares of
Class B Common Stock held directly by BCP V, BFF V, BFF V-A and BFF V-B, respectively. Each share of Class B Common Stock is convertible
at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row
11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 3,077,317 shares of Class
B Common Stock held by BCP V, BFF V, BFF V-A and BFF V-B, respectively). If the outstanding number of shares included both Class
A Common Stock and Class B Common Stock, this percentage would be 2.7%
CUSIP NO. 98983V106
|
13 G
|
Page 15 of 20
|
This Amendment No. 1 amends and restates in its entirety the
Schedule 13G previously filed by Benchmark Capital Partners V, L.P., a Delaware limited partnership (“BCP V”),
Benchmark Founders’ Fund V, L.P., a Delaware limited partnership (“BFF V”), Benchmark Founders’ Fund
V-A, L.P., a Delaware limited partnership (“BFF V-A”), Benchmark Founders’ Fund V-B, L.P., a Delaware limited
partnership (“BFF V-B”), Benchmark Capital Management Co. V, L.L.C., a Delaware limited liability company (“BCMC
V”), and Alexandre Balkanski (“Balkanski”), Bruce W. Dunlevie (“Dunlevie”), Peter Fenton (“Fenton”),
J. William Gurley (“Gurley”), Kevin R. Harvey (“Harvey”), Robert C. Kagle (“Kagle”), Mitchell
H. Lasky (“Lasky”) and Steven M. Spurlock (“Spurlock”) (together with all prior and current amendments
thereto, this “Schedule 13G”).
|
ITEM 1(A).
|
NAME OF ISSUER
|
Zuora, Inc.
|
ITEM 1(B).
|
ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
|
3050 South Delaware Street, Suite
301
San Mateo, California 94403
|
ITEM 2(A).
|
NAME OF PERSONS FILING
This Statement is filed by BCP V, BFF V, BFF V-A, BFF V-B, BCMC V, Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle, Lasky and Spurlock. The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”
|
BCMC V, the general partner of BCP
V, BFF V, BFF V-A and BFF V-B, may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly
owned by BCP V, BFF V, BFF V-A and BFF V-B.
Balkanski, Dunlevie, Fenton, Gurley,
Harvey, Kagle, Lasky and Spurlock are members of BCMC V and may be deemed to have shared power to vote and shared power to dispose
of shares of the issuer directly owned by BCP V, BFF V, BFF V-A and BFF V-B.
|
ITEM 2(B).
|
ADDRESS OF PRINCIPAL BUSINESS OFFICE
|
The address for each reporting person
is:
Benchmark
2965 Woodside Road
Woodside, California 94062
BCP V, BFF V, BFF V-A and BFF V-B
are Delaware limited partnerships. BCMC V is a Delaware limited liability company. Balkanski, Dunlevie, Fenton, Gurley, Harvey,
Kagle, Lasky and Spurlock are United States Citizens.
|
ITEM 2(D) and (E).
|
TITLE OF CLASS OF SECURITIES AND CUSIP NUMBER
|
Class A Common Stock
CUSIP # 98983V106
|
ITEM 4.
|
OWNERSHIP
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
|
CUSIP NO. 98983V106
|
13 G
|
Page 16 of 20
|
The following information with respect
to the ownership of the Common Stock of the issuer by the persons filing this Statement is provided as of December 31, 2019 (based
on 93,700,000 shares of Class A Common Stock and 19,500,000 shares of Class B Common Stock of the issuer outstanding as of November
30, 2019 as reported by the issuer on Form 10-Q for the period ended October 31, 2019 and filed with the Securities and Exchange
Commission on December 16, 2019).
|
(a)
|
Amount beneficially owned:
See Row 9 of cover page for each Reporting Person.
|
|
(b)
|
Percent of Class:
See Row 11 of cover page for each Reporting Person.
|
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or to direct the vote:
See Row 5 of cover page for each Reporting Person.
|
|
(ii)
|
Shared power to vote or to direct the vote:
|
See Row 6 of cover page for each
Reporting Person.
|
(iii)
|
Sole power to dispose or to direct the disposition of:
|
See Row 7 of cover page for each
Reporting Person.
|
(iv)
|
Shared power to dispose or to direct the disposition of:
See Row 8 of cover page for each Reporting Person.
|
|
ITEM 5.
|
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
|
If this statement is
being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following: x Yes
|
ITEM 6.
|
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
|
Please see Item 5.
|
ITEM 7.
|
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY
|
Not applicable.
|
ITEM 8.
|
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
|
Not applicable.
|
ITEM 9.
|
NOTICE OF DISSOLUTION OF GROUP
|
Not applicable.
CUSIP NO. 98983V106
|
13 G
|
Page 17 of 20
|
Not applicable.
CUSIP NO. 98983V106
|
13 G
|
Page 18 of 20
|
SIGNATURES
After reasonable inquiry and to the best of
my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 12, 2020
|
BENCHMARK CAPITAL PARTNERS
V, L.P., a
Delaware Limited Partnership
|
|
|
|
BENCHMARK FOUNDERS’ FUND
V, L.P., a
Delaware Limited Partnership
|
|
|
|
BENCHMARK FOUNDERS’ FUND
V-A, L.P., a
Delaware Limited Partnership
|
|
|
|
BENCHMARK FOUNDERS’ FUND
V-B, L.P., a
Delaware Limited Partnership
|
|
|
|
BENCHMARK CAPITAL MANAGEMENT
CO. V, L.L.C., a
Delaware Limited Liability Company
|
|
|
|
By:
|
/s/ Steven M. Spurlock
|
|
|
Steven M. Spurlock
|
|
|
Managing Member
|
|
|
|
ALEXANDRE BALKANSKI
|
|
BRUCE W. DUNLEVIE
|
|
PETER FENTON
|
|
J. WILLIAM GURLEY
|
|
KEVIN R. HARVEY
|
|
ROBERT C. KAGLE
|
|
MITCHELL H. LASKY
|
|
STEVEN M. SPURLOCK
|
|
By:
|
/s/ Steven M. Spurlock
|
|
|
Steven M. Spurlock
|
|
|
Attorney-in-Fact*
|
*Signed pursuant to a Power of Attorney already on file with
the appropriate agencies.
CUSIP NO. 98983V106
|
13 G
|
Page 19 of 20
|
EXHIBIT INDEX
|
Found on
Sequentially
|
Exhibit
|
Numbered Page
|
|
|
Exhibit A: Agreement of Joint Filing
|
20
|
CUSIP NO. 98983V106
|
13 G
|
Page 20 of 20
|
exhibit
A
Agreement of Joint
Filing
The Reporting Persons
agree that a single Schedule 13G (or any amendment thereto) relating to the Class A Common Stock of Zuora, Inc. shall be filed
on behalf of each Reporting Person. Note that copies of the applicable Agreement of Joint Filings are already on file with the
appropriate agencies.
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