Form 4: Zuora CLO Andrew M. Cohen's Shares and RSUs Canceled in Merger
SEC Form 4
Andrew M. Cohen, CLO and Corp. Secretary of Zuora, Inc., had his shares and restricted stock units canceled and converted to cash as part of the merger with Zodiac Purchaser, L.L.C.
Summary
- On February 14, 2025, Zuora, Inc. merged with Zodiac Acquisition Sub, Inc., a subsidiary of Zodiac Purchaser, L.L.C.
- As a result of the merger, Andrew M. Cohen's Class A Common Stock was canceled and converted into the right to receive $10.00 per share in cash.
- Cohen's restricted stock units (RSUs) were also canceled and 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.
- The converted RSU awards will vest and become payable according to the original vesting schedule and terms.
Sentiment
Score: 6
Explanation: Neutral sentiment as it reports a standard transaction (merger completion) with expected financial outcomes for the reporting person.
Future Outlook
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.
Industry Context
This announcement reflects a trend of acquisitions in the software and technology sector, where companies are being acquired for their technology, customer base, or market position. Private equity firms and strategic acquirers are actively seeking targets in this space.
Stakeholder Impact
- Shareholders received $10.00 per share in cash.
- Employees may experience changes as Zuora becomes a wholly-owned subsidiary of Zodiac Purchaser, L.L.C.
Key Dates
| Date | Description |
|---|---|
| October 17, 2024 | Date of the Merger Agreement between Zodiac Purchaser, L.L.C., Zodiac Acquisition Sub, Inc., and Zuora. |
| February 14, 2025 | Effective date of the merger; shares and RSUs converted to cash. |
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