Form 4: Zuora Inc. Director Osnoss Reports Share Cancellation and Conversion Following Merger

Director Joseph Osnoss reports the cancellation of Class A Common Stock and conversion of restricted stock units into cash following Zuora's merger with Zodiac Acquisition Sub, Inc.

Summary

• On February 14, 2025, Zuora Inc. merged with Zodiac Acquisition Sub, Inc., a wholly-owned subsidiary of Zodiac Purchase, L.L.C.
• As a result of the merger, each share of Class A Common Stock held by Director Joseph Osnoss was canceled and converted into the right to receive $10.00 in cash.
• Osnoss's restricted stock units (RSUs) were also canceled and converted into the right to receive cash equal to the number of shares underlying the RSU multiplied by the $10.00 merger consideration.
• The converted RSU award will vest according to the original vesting schedule of the RSUs.
• The reported securities are held by Mr. Osnoss for the benefit of Silver Lake Technology Management, L.L.C., its affiliates, or managed funds.
• Proceeds from the sale of these securities are expected to be remitted to Silver Lake and/or its limited partners.

Sentiment

Score: 7

Explanation: The sentiment is neutral to positive as the document simply reports the completion of a merger, which is generally a positive event for shareholders receiving the merger consideration. The score reflects the lack of any negative information or uncertainties.

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 technology sector, where companies are being acquired for their technology, customer base, or market position. Private equity firms like Silver Lake are actively involved in such transactions.

Comparison to Industry Standards

• Comparable transactions in the software industry often involve a premium paid over the existing share price.
• The $10.00 per share merger consideration should be compared to Zuora's trading price prior to the announcement of the merger agreement to assess the premium paid.
• Other companies acquired by private equity firms in similar deals include McAfee (acquired by Advent International, Permira, Crosspoint Capital, CPP Investments, GIC and ADIA) and Proofpoint (acquired by Thoma Bravo).

Stakeholder Impact

• Shareholders received $10.00 per share as a result of the merger.
• Employees' RSUs were converted into cash awards that will vest according to the original vesting schedule.

Key Dates