4//SEC Filing
HARKEY JOHN D JR 4
Accession 0001140361-25-004768
CIK 0001423774other
Filed
Feb 13, 7:00 PM ET
Accepted
Feb 14, 4:05 PM ET
Size
9.7 KB
Accession
0001140361-25-004768
Insider Transaction Report
Form 4
ZUORA INCZUO
HARKEY JOHN D JR
Director
Transactions
- Disposition to Issuer
Class A Common Stock
2025-02-14$10.00/sh−100,000$1,000,000→ 0 total(indirect: By Trust) - Disposition to Issuer
Class A Common Stock
2025-02-14$10.00/sh−201,000$2,010,000→ 0 total(indirect: By JDH Life Sciences, Inc.) - Disposition to Issuer
Class A Common Stock
2025-02-14$10.00/sh−43,567$435,670→ 0 total
Footnotes (4)
- [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]Includes unvested restricted stock units ("RSUs") of the Company. Pursuant to the Merger Agreement, at the Effective Time, each of the Reporting Person's RSUs, whether or not vested, 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.
- [F3]Reporting Person is the president and sole beneficial owner of JDH Life Sciences, Inc., and may be deemed to share voting and dispositive power with regard to the shares held by JDH Life Sciences, Inc., with Scalar Gauge Management, LLC (the Account Manager).
- [F4]Reporting Person is the trustee and sole beneficiary of the Abraxus Trust and may be deemed to have sole voting and dispositive power with regard to the shares held by the Abraxus Trust.
Documents
Issuer
ZUORA INC
CIK 0001423774
Entity typeother
Related Parties
1- filerCIK 0001235775
Filing Metadata
- Form type
- 4
- Filed
- Feb 13, 7:00 PM ET
- Accepted
- Feb 14, 4:05 PM ET
- Size
- 9.7 KB