SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

SLAA II (GP), L.L.C.

(Last)

(First)

(Middle)

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ZUORA INC [ ZUO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/14/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
3.95% / 5.50% Convertible Senior PIK Toggle Notes due 2029	$20⁽¹⁾	02/14/2025		D⁽²⁾⁽³⁾			$103,066,757	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	5,153,338	$130,000,000⁽²⁾⁽³⁾	$296,933,243	I	See footnote⁽⁵⁾
3.95% / 5.50% Convertible Senior PIK Toggle Notes due 2029	$20⁽¹⁾	02/14/2025		J⁽⁶⁾			$296,933,243	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	14,846,662	⁽⁶⁾	$0	I	See footnote⁽⁵⁾

1. Name and Address of Reporting Person^*

SLAA II (GP), L.L.C.

(Last)

(First)

(Middle)

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Silver Lake Group, L.L.C.

(Last)

(First)

(Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Silver Lake Alpine Associates II, L.P.

(Last)

(First)

(Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

SL Alpine II Aggregator GP, L.L.C.

(Last)

(First)

(Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

SLA Zurich GP, L.L.C.

(Last)

(First)

(Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

SLA Zurich Aggregator, L.P.

(Last)

(First)

(Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

SLA Zurich Holdings, L.P.

(Last)

(First)

(Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Osnoss Joseph

(Last)

(First)

(Middle)

C/O SILVER LAKE, 55 HUDSON YARDS

550 WEST 34TH STREET, 40TH FLOOR

(Street)

NEW YORK

10001

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

Explanation of Responses:

1. The conversion rate of 50.000 shares of Class A Common Stock, par value $0.0001 per share ( the "Class A Common Stock") per $1,000 principal amount of Convertible Notes (as defined below) is equivalent to a conversion price of approximately $20.00 per share of Class A Common Stock.

2. On February 14, 2025, pursuant to the Agreement and Plan of Merger dated as of October 17, 2024 by and among the Issuer, Zodiac Purchaser, L.L.C. ("Parent"), an affiliate of Silver Lake Group, L.L.C. ("SLG"), and Zodiac Acquisition Sub, Inc., a wholly-owned subsidiary of Parent ("Merger Sub"), among other things, Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent. Immediately prior to the closing of the Merger, the Issuer and SLA II CM Zodiac Holdings, L.P. ("SLA II CM"), an affiliate of SLG and as a holder of all of the Issuer's 3.95%/5.50% Convertible Senior PIK Toggle Notes due 2029 (the "Convertible Notes") previously held by SLA Zurich Holdings L.P. ("SLA Zurich Holdings"), entered into that certain Repurchase Agreement, dated as of February 14, 2025, pursuant to which the Issuer repurchased from SLA II CM $103,066,757

3. (Continued from footnote 2) aggregate principal amount of the Convertible Notes issued under an indenture governing the Convertible Notes (the "Repurchased Notes") for $130,000,000, which represents the Fundamental Change Repurchase Price as defined and determined pursuant to the indenture governing the Convertible Notes. Upon such repurchase, the Repurchased Notes were cancelled.

4. The Convertible Notes were to mature on March 31, 2029, subject to earlier repurchase or conversion in accordance with their terms.

5. Represents Convertible Notes held by SLA II CM, an entity indirectly controlled by SL Alpine II Aggregator GP, L.L.C. ("SLA Aggregator"). Immediately prior to the Merger, these Convertible Notes, which were held by SLA Zurich Holdings, were then contributed to SLA II CM. SLA Zurich GP, L.L.C. ("SLA Zurich GP") is the general partner of SLA Zurich Holdings. SLA Aggregator is the sole member of SLA Zurich GP. Silver Lake Alpine Associates II, L.P. ("SLAA") is the managing member of SLA Aggregator. SLAA II (GP), L.L.C. ("SLAA GP") is the general partner of SLAA. SLG is the managing member of SLAA GP. Mr. Joseph Osnoss serves as a director of the Issuer and is a Managing Partner and Managing Member of SLG. Each of SLA II CM, SLA Zurich Holdings, SLA Zurich Aggregator, SLA Zurich GP, SLA Aggregator, SLAA, SLAA GP and SLG may be deemed to be a director by deputization of the Issuer.

6. Immediately prior to the closing of the Merger, SLA II CM contributed $296,933,243 aggregate principal amount of the Convertible Notes (the "Contributed Notes") to an indirect parent company of Parent and after the closing of the Merger, the Contributed Notes will be contributed further down to the Issuer to be cancelled.

Remarks:

The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. This filing shall not be deemed an admission that the Reporting Persons were beneficial owners of all securities covered by this filing for purposes of Section 16 of the Exchange Act or otherwise, or are subject to Section 16 of the Exchange Act, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any.

	/s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C.	02/19/2025
	/s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLAA II (GP), L.L.C.	02/19/2025
	/s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLAA II (GP), L.L.C., general partner of Silver Lake Alpine Associates II, L.P.	02/19/2025
	/s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLAA II (GP), L.L.C., general partner of Silver Lake Alpine Associates II, L.P., managing member of SL Alpine II Aggregator GP, L.L.C.	02/19/2025
	/s/ Andrew J. Schader, Managing Director of SLA Zurich GP, L.L.C.	02/19/2025
	/s/ Andrew J. Schader, Man. Dir. and GC of Silver Lake Group, L.L.C., managing member of SLAA II (GP), L.L.C., GP of Silver Lake Alpine Associates II, L.P., managing member of SL Alpine II Aggregator GP, L.L.C., GP of SLA Zurich Aggregator, L.P.	02/19/2025
	/s/ Andrew J. Schader, Managing Director of SLA Zurich GP, L.L.C., general partner of SLA Zurich Holdings, L.P.	02/19/2025
	/s/ Joseph Osnoss	02/19/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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SEC Form 4 filed by Director Slaa Ii (Gp), L.L.C.