Form 4: Zuora Director Kenneth Goldman Reports Share Cancellation and Conversion Following Merger

Director Kenneth Goldman reports the cancellation and conversion of Zuora shares and stock options into cash following the merger with Zodiac Purchaser, L.L.C.

Summary

• Kenneth Goldman, a director of Zuora, Inc., filed a Form 4 detailing changes in beneficial ownership following the merger with Zodiac Purchaser, L.L.C.
• The merger, effective February 14, 2025, resulted in the cancellation of Goldman's Class A and Class B Common Stock, which were converted into the right to receive $10.00 per share in cash.
• Unvested restricted stock units (RSUs) were also converted into the right to receive a cash payment based on the number of shares subject to the RSU multiplied by the $10.00 merger consideration.
• Stock options with an exercise price less than $10.00 were converted into the right to receive a cash payment equal to the difference between the merger consideration and the exercise price, multiplied by the number of shares issuable upon exercise.
• The report also details shares held indirectly through the Goldman-Valeriote Family Trust and GV Partners L.P., which were similarly affected by the merger.

Sentiment

Score: 7

Explanation: The sentiment is neutral to positive as the merger provides a defined cash value for shareholders. The completion of the merger removes uncertainty and provides liquidity.

Positives

• The merger provided a cash payout of $10.00 per share for Zuora's common stock holders.

Future Outlook

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

Industry Context

This announcement reflects a trend of SaaS companies being acquired by private equity firms or larger strategic players, indicating consolidation in the cloud-based subscription management software market.

Comparison to Industry Standards

• The $10.00 per share merger consideration can be compared to other recent SaaS company acquisitions to assess whether it represents a premium or discount relative to industry benchmarks.
• Comparable companies in the SaaS space include those acquired by private equity firms, such as Vista Equity Partners or Thoma Bravo, where deal multiples (e.g., revenue multiples) are often disclosed.

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