McElhatton Todd 4
4 · ZUORA INC · Filed Feb 14, 2025
Insider Transaction Report
Form 4
ZUORA INCZUO
McElhatton Todd
Chief Financial Officer
Transactions
- Disposition to Issuer
Class A Common Stock
2025-02-14$10.00/sh−404,634$4,046,340→ 0 total - Disposition to Issuer
Restricted Stock Unit (RSU) (Class A)
2025-02-14$10.00/sh−18,750$187,500→ 0 total→ Class A Common Stock (18,750 underlying) - Disposition to Issuer
Restricted Stock Unit (RSU) (Class A)
2025-02-14$10.00/sh−20,834$208,340→ 0 total→ Class A Common Stock (20,834 underlying) - Disposition to Issuer
Restricted Stock Unit (RSU) (Class A)
2025-02-14$10.00/sh−125,000$1,250,000→ 0 total→ Class A Common Stock (125,000 underlying) - Disposition to Issuer
Restricted Stock Unit (RSU) (Class A)
2025-02-14$10.00/sh−243,750$2,437,500→ 0 total→ Class A Common Stock (243,750 underlying) - Disposition to Issuer
Restricted Stock Unit (RSU) (Class A)
2025-02-14$10.00/sh−6,466$64,660→ 0 total→ Class A Common Stock (6,466 underlying) - Disposition to Issuer
Restricted Stock Unit (RSU) (Class A)
2025-02-14$10.00/sh−300,000$3,000,000→ 0 total→ Class A Common Stock (300,000 underlying)
Footnotes (2)
- [F1]On February 14, 2025 (the "Effective Time"), pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 17, 2024, by and among Zodiac Purchase, L.L.C. ("Parent"), Zodiac Acquisition Sub, Inc. ("Merger Sub") and Zuora (the "Company"), Merger Sub merged with and into the Company with the Company surviving the merger as a wholly owned subsidiary of Parent. At the Effective Time, each of the Reporting Person's shares of Class A Common Stock (the "Common Stock"), issued and outstanding immediately prior to the Effective Time were automatically canceled and converted into the right to receive $10.00 per share in cash without interest thereon, and less any applicable tax withholdings (the "Merger Consideration").
- [F2]Pursuant to the Merger Agreement, at the Effective Time, each of the Reporting Person's restricted stock units ("RSUs") outstanding immediately prior to the Effective Time were automatically canceled and converted into the right to receive cash equal to the product of the number of shares of Common Stock subject to the RSU multiplied by the Merger Consideration (the "Converted RSU Award"). The Converted RSU Award will vest and become payable subject to and in accordance with the same vesting schedule and other terms and conditions applicable to the corresponding RSU immediately prior to the Effective Time, including any acceleration of vesting provisions.