Tzuo Tien's Form 4/A amendment
AmendedZuora Inc (ZUO) · filed Jan 14, 2025
- Accession no.
- 0001423774-25-000031
- Filed
- Jan 14, 2025
- Trade date
- Dec 31, 2024-Jan 10, 2025
- Filing delay
- 14 days
- Rule 10b5-1 plan
- Not checked
- Original filed
- Jan 3, 2025
This filing lists 4 non-derivative transactions and 3 derivative transactions. Open-market sales total $488.0K. It was filed 14 days after the trade.
This amendment replaces 0001423774-25-000027 (filed Jan 3, 2025).
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Tzuo TienCIK 0001735409 | Director, Officer (Chairman and CEO), 10% Owner |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Dec 31, 2024 | Class A Common Stock | MOption exerciseAcquired | +12,500 | $0.00 | $0 | 75,812 | Direct | |
| Dec 31, 2024 | Class A Common Stock | MOption exerciseAcquired | +58,333 | $0.00 | $0 | 134,145 | Direct | |
| Dec 31, 2024 | Class A Common Stock | MOption exerciseAcquired | +25,000 | $0.00 | $0 | 159,145 | Direct | |
| Jan 10, 2025 | Class A Common Stock | SSaleDisposed | −49,041 | $9.95 | −$487,957.95 | 110,104 | Direct |
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Dec 31, 2024 | Class A Common Stock | MOption exerciseDisposed | −12,500 | $0.00 | $0 | 12,500 | Direct | |
| Dec 31, 2024 | Class A Common Stock | MOption exerciseDisposed | −58,333 | $0.00 | $0 | 291,669 | Direct | |
| Dec 31, 2024 | Class A Common Stock | MOption exerciseDisposed | −25,000 | $0.00 | $0 | 225,000 | Direct |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F1
The shares were sold to satisfy the tax liability of the Reporting Person in connection with the issuance of Class A Common Stock resulting from the vesting of restricted stock units under the Zuora, Inc. 2018 Equity Incentive Plan ("Plan").
- F2
Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of Zuora's Class A Common Stock upon vesting for no consideration.
- F3
The RSUs vest over four years, with 1/8 of the shares underlying the initial award vesting on September 30, 2021 and the remaining shares vesting as to 1/16 of the shares underlying the initial award quarterly thereafter, so long as the Reporting Person continues to provide services to Zuora through each vesting date.
- F4
RSUs do not expire; these securities either vest and settle or are canceled prior to the vesting date.
- F5
The RSUs vest over three years, with 1/6 of the shares underlying the initial award vesting on September 30, 2023, and the remaining shares vesting as to 1/12 of the shares underlying the initial award quarterly thereafter, so long as the Reporting Person continues to provide services to Zuora through each vesting date.
- F6
The RSUs vest over three years, with 1/6 of the shares underlying the initial award vesting on September 30, 2024, and the remaining shares vesting as to 1/12 of the shares underlying the initial award quarterly thereafter, so long as the Reporting Person continues to provide services to Zuora through each vesting date.
Remarks
Due to an administrative error, the Reporting Person filed a Form 4 on January 3, 2025 which inadvertently reported that, following the vesting of certain RSUs under the Plan, 48,569 shares of the Company Class A Common Stock were sold on January 2, 2025 to satisfy the tax liability of the Reporting Person. No sales were made on that day. As noted above, the Reporting Person actually sold 49,041 shares of Class A Common Stock to satisfy the tax liability of the Reporting Person on January 10, 2025. This Form 4 is amended to correct the date, price, and number of shares of Class A Common Stock sold in the transaction.