Sec Form 3 Filing - SLAA II (GP), L.L.C. @ ZUORA INC - 2022-03-24

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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
SLAA II (GP), L.L.C.
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)
(Last) (First) (Middle)
C/O SILVER LAKE, 2775 SAND HILL ROAD, SUITE 100
3. Date of Earliest Transaction (MM/DD/YY)
03/24/2022
(Street)
MENLO PARK, CA94025
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
3.95% / 5.50% Convertible Senior PIK Toggle Notes due 2029 $ 20( 7 ) ( 4 ) ( 5 ) Class A Common Stock 12,500,000( 6 ) I Held through SLA Zurich Holdings, L.P.( 1 )( 3 )
Warrants $ 20 ( 4 ) 03/31/2029 Class A Common Stock 2,500,000( 8 ) I Held through SLA Zurich Aggregator, L.P.( 2 )( 3 )
Warrants $ 22 ( 4 ) 03/31/2029 Class A Common Stock 2,500,000( 8 ) I Held through SLA Zurich Aggregator, L.P.( 2 )( 3 )
Warrants $ 24 ( 4 ) 03/31/2029 Class A Common Stock 2,500,000( 8 ) I Held through SLA Zurich Aggregator, L.P.( 2 )( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SLAA II (GP), L.L.C.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA94025
X X
Silver Lake Group, L.L.C.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA94025
X X
Silver Lake Alpine Associates II, L.P.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA94025
X X
SL Alpine II Aggregator GP, L.L.C.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA94025
X X
SLA Zurich GP, L.L.C.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA94025
X X
SLA Zurich Aggregator, L.P.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA94025
X X
SLA Zurich Holdings, L.P.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA94025
X X
Osnoss Joseph
C/O SILVER LAKE, 55 HUDSON YARDS
550 WEST 34TH STREET, 40TH FLOOR
NEW YORK, NY10001
X
Signatures
/s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C. 03/28/2022
Signature of Reporting Person Date
/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. 03/28/2022
Signature of Reporting Person Date
/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. 03/28/2022
Signature of Reporting Person Date
/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. 03/28/2022
Signature of Reporting Person Date
/s/ Andrew J. Schader, Managing Director of SLA Zurich GP, L.L.C. 03/28/2022
Signature of Reporting Person Date
/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. 03/28/2022
Signature of Reporting Person Date
/s/ Andrew J. Schader, Managing Director of SLA Zurich GP, L.L.C., general partner of SLA Zurich Holdings, L.P. 03/28/2022
Signature of Reporting Person Date
/s/ Joseph Osnoss 03/28/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )SLA Zurich Holdings, L.P. ("SLA Zurich Holdings") holds $250,000,000 principal amount of 3.95% / 5.50% Convertible Senior PIK Toggle Notes due 2029 (the "Convertible Notes") of Zuora, Inc. (the "Issuer"). SLA Zurich GP, L.L.C. ("SLA Zurich GP") is the general partner of SLA Zurich Holdings.
( 2 )SLA Zurich Aggregator, L.P. ("SLA Zurich Aggregator") holds warrants ("Warrants") to purchase shares of Class A common stock of the Issuer ("Class A Common Stock").
( 3 )SL Alpine II Aggregator GP, L.L.C. ("SLA Aggregator") is the sole member of SLA Zurich GP and the general partner of SLA Zurich Aggregator. 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. Silver Lake Group, L.L.C. ("SLG") is the managing member of SLAA GP. Mr. Joseph Osnoss serves as a member of the board of directors of Zuora, Inc. (the "Issuer") and is a Managing Partner of SLG. Each of 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.
( 4 )On March 2, 2022, affiliates of the Reporting Persons entered into an Investment Agreement with the Issuer (the "Investment Agreement"), pursuant to which, by joinder thereto, on March 24, 2022, SLA Zurich Holdings purchased $250,000,000 principal amount of the Issuer's Convertible Notes issued under an indenture governing the Convertible Notes and SLA Zurich Aggregator was issued the Warrants. In accordance with the Investment Agreement, SLA Zurich Holdings is restricted from converting the Convertible Notes and SLA Zurich Aggregator is restricted from exercising the Warrants prior to the earlier of (i) 18 months from the date of issuance and (ii) immediately prior to the consummation of a change of control of the Issuer, in each case, subject to certain ex ceptions.
( 5 )The Convertible Notes mature on March 31, 2029, subject to earlier repurchase or conversion in accordance with their terms.
( 6 )This number represents the number of shares of Class A Common Stock, $0.0001 par value per share (the "Common Stock") issuable upon conversion of the Convertible Notes at the initial conversion rate of 50.000 shares of Common Stock, and cash in lieu of fractional shares of Common Stock, per $1,000 principal amount of Convertible Notes. The initial conversion rate is subject to adjustment from time to time upon the occurrence of certain customary events in accordance with the terms of an indenture, dated as of March 24, 2022, by and between the Issuer and U.S. Bank National Association, as trustee.
( 7 )The conversion rate of 50.000 per $1,000 principal amount of Convertible Notes is equivalent to a conversion price of approximately $20.00 per share of Common Stock.
( 8 )The Warrants are exercisable at any time, subject to certain customary anti-dilution adjustments provided under the Warrants, including for stock splits, reclassifications, combinations and dividends or distributions made by the Issuer on the Common Stock. If a Make-Whole Fundamental Change (as defined in the Warrants) occurs then the number of shares issuable upon exercise of the Warrants may be increased, and the exercise price for the Warrants adjusted, in accordance with the Warrants.

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

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