SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Tzuo Tien
(Last) (First) (Middle)
C/O ZUORA, INC.
101 REDWOOD SHORES PARKWAY
(Street)
REDWOOD CITY CA 94065
(City) (State) (Zip)
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
X Officer (give title below) Other (specify below)
Chairman and CEO
3. Date of Earliest Transaction (Month/Day/Year)
01/25/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
Stock Option (Right to buy Class B Common Stock) $3.04 01/25/2024(1) M 136,800 (2) 11/18/2024 Class B Common Stock 136,800 $0 1,334,485 D
Class B Common Stock (3) 01/25/2024 M 136,800 (3) (3) Class A Common Stock 136,800 $0 136,800 D
Class B Common Stock (3) 01/25/2024 G 136,800 (3) (3) Class A Common Stock 136,800 $0 0 D
Class B Common Stock (3) 01/25/2024 G 136,800 (3) (3) Class A Common Stock 136,800 $0 7,256,203 I By 70 Thirty Trust(4)
Class B Common Stock (3) (3) (3) Class A Common Stock 640,542 640,542 I By The Next Left Trust(5)
Explanation of Responses:
1. As previously disclosed on the Form 4 for the Reporting Person filed on January 24, 2024, the Reporting Person used net proceeds from the prior sale of Zuora Class A Common Stock to exercise 136,800 shares of Class B Common Stock under a stock option that expires on November 18, 2024. Upon exercise of this option, the 136,800 shares will retain their status as Class B Common Stock. No shares were sold as part of this transaction.
2. This option is fully vested and exercisable.
3. Each share of Zuora's Class B Common Stock will convert into one share of Zuora's Class A Common Stock (a) at the option of the holder or (b) automatically upon (i) any transfer, except for certain permitted transfers, or (ii) the date that is the earliest of (x) the date specified by a vote of the holders of not less than 66 2/3% of the outstanding shares of Class B Common Stock, (y) ten years from the effective date of Zuora's initial public offering and (z) the date that the total number of shares of outstanding Class B Common Stock ceases to represent at least 5% of all outstanding shares of Zuora's common stock, and has no expiration date.
4. The Reporting Person is a trustee of the 70 Thirty Trust.
5. The Reporting Person is a trustee of The Next Left Trust.
Remarks:
/s/ Erika Ward as attorney-in-fact for Tien Tzuo 01/26/2024
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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