Form 4: Zuora Chief Accounting Officer Matthew Dobson Reports Share Cancellation and RSU Conversion Following Merger

Matthew Dobson, Chief Accounting Officer of Zuora, reports the cancellation of his Class A Common Stock and conversion of Restricted Stock Units (RSUs) into cash following the merger with Zodiac Purchase, L.L.C.

Summary

• This Form 4 filing details changes in beneficial ownership for Matthew R. Dobson, Chief Accounting Officer of Zuora Inc. (ZUO).
• On February 14, 2025, Zuora merged with Zodiac Purchase, L.L.C., resulting in the cancellation of Dobson's Class A Common Stock, which was converted into the right to receive $10.00 per share in cash.
• Dobson's Restricted Stock Units (RSUs) were also converted into the right to receive cash equal to the number of shares subject to the RSU multiplied by the merger consideration of $10.00 per share.
• Outstanding Company Stock Options with an exercise price equal to or greater than the merger consideration were canceled for no consideration.

Sentiment

Score: 5

Explanation: The document is a factual report of a completed merger, so the sentiment is neutral. It simply describes the financial implications for an individual officer.

Negatives

• Matthew Dobson's stock options with an exercise price equal to or greater than the merger consideration were canceled for no consideration.

Future Outlook

The document does not contain any forward-looking statements beyond the completion of the merger.

Industry Context

This announcement reflects a completed merger transaction, which is a common occurrence in the technology industry as companies seek growth, consolidation, or acquisition by larger entities.

Comparison to Industry Standards

• Mergers and acquisitions are a common strategy in the software industry, with companies like Salesforce acquiring Slack and Microsoft acquiring Activision Blizzard.
• The conversion of stock and equity awards into cash is a standard procedure in such transactions, ensuring shareholders and employees receive fair value for their holdings.
• The cancellation of out-of-the-money stock options is also a typical outcome in mergers, as these options no longer hold value after the acquisition.

Stakeholder Impact

• Shareholders received $10.00 per share in cash.
• Employees with RSUs received cash based on the number of shares underlying their RSUs.
• Option holders with options above the merger price received no compensation.

Key Dates