4//SEC Filing
HALEY TIMOTHY M 4
Accession 0001140361-25-004769
CIK 0001423774other
Filed
Feb 13, 7:00 PM ET
Accepted
Feb 14, 4:05 PM ET
Size
9.8 KB
Accession
0001140361-25-004769
Insider Transaction Report
Form 4
ZUORA INCZUO
HALEY TIMOTHY M
Director
Transactions
- Disposition to Issuer
Class A Common Stock
2025-02-14$10.00/sh−34,246$342,460→ 0 total(indirect: By Haley-McGourty Partners) - Disposition to Issuer
Class A Common Stock
2025-02-14$10.00/sh−78,975$789,750→ 0 total - Disposition to Issuer
Class A Common Stock
2025-02-14$10.00/sh−156,793$1,567,930→ 0 total(indirect: By Trust)
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]The Reporting Person is a general partner of Haley-McGourty Partners. The Reporting Person disclaims beneficial ownership of the shares held by H-M Partners except to the extent of his proportionate pecuniary interest therein.
- [F4]The Reporting Person is a trustee of the Haley-McCourty Family Trust U/D/T 9/27/96 (the "Trust"). The Reporting Person disclaims beneficial ownership of the shares held by the Trust except to the extent of his proportionate pecuniary interest therein.
Documents
Issuer
ZUORA INC
CIK 0001423774
Entity typeother
Related Parties
1- filerCIK 0001201583
Filing Metadata
- Form type
- 4
- Filed
- Feb 13, 7:00 PM ET
- Accepted
- Feb 14, 4:05 PM ET
- Size
- 9.8 KB