Sec Form 4 Filing - Volpi Michelangelo @ ZUORA INC - 2018-04-16

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Volpi Michelangelo 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O ZUORA, INC., 3050 SOUTH DELAWARE STREET, SUITE 301 3. Date of Earliest Transaction (MM/DD/YY) 04/16/2018 (Street) SAN MATEO, CA94403 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Class B Common Stock ( 1 ) ( 1 ) 04/16/2018 C 4,215,474 ( 1 ) ( 1 ) Class A Common Stock 4,215,474 $ 0 4,215,474 I By Index Ventures Growth II (Jersey), L.P. ( 3 ) Class B Common Stock ( 1 ) ( 1 ) 04/16/2018 C 68,998 ( 1 ) ( 1 ) Class A Common Stock 68,998 $ 0 68,998 I See Footnotes ( 3 ) ( 4 ) Series D Preferred Stock ( 2 ) 04/16/2018 C 3,170,755 ( 2 ) ( 2 ) Class B Common Stock ( 1 ) 3,170,755 $ 0 0 I By Index Ventures Growth II (Jersey), L.P. ( 3 ) Series E Preferred Stock ( 2 ) 04/16/2018 C 481,224 ( 2 ) ( 2 ) Class B Common Stock ( 1 ) 481,224 $ 0 0 I By Index Ventures Growth II (Jersey), L.P. ( 3 ) Series F Preferred Stock ( 2 ) 04/16/2018 C 563,495 ( 2 ) ( 2 ) Class B Common Stock ( 1 ) 563,495 $ 0 0 I By Index Ventures Growth II (Jersey), L.P. ( 3 ) Series D Preferred Stock ( 2 ) 04/16/2018 C 40,136 ( 2 ) ( 2 ) Class B Common Stock ( 1 ) 40,136 $ 0 0 I By Yucca (Jersey) SLP ( 3 ) Series E Preferred Stock ( 2 ) 04/16/2018 C 13,303 ( 2 ) ( 2 ) Class B Common Stock ( 1 ) 13,303 $ 0 0 I See Footnotes ( 3 ) ( 5 ) Series F Preferred Stock ( 2 ) 04/16/2018 C 15,559 ( 2 ) ( 2 ) Class B Common Stock ( 1 ) 15,559 $ 0 0 I See Footnotes ( 3 ) ( 6 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Volpi Michelangelo C/O ZUORA, INC. 3050 SOUTH DELAWARE STREET, SUITE 301 SAN MATEO, CA94403 X X Signatures /s/ Michelangelo Volpi 04/16/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each share of the issuer's Class B Common Stock will convert into 1 share of the issuer's Class A Common Stock (a) at the option of the holder and (b) automatically upon (i) any transfer which occurs after the closing of the issuer's IPO, except for certain permitted transfers, and (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 the IPO 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 the issuer's common stock, and has no expiration date. ( 2 )Each share of the issuer's Series D Preferred Stock, Series E Preferred Stock, and Series F Preferred Stock automatically converted into 1 share of the issuer's Class B Common Stock immediately upon the closing of the issuer's IPO and has no expiration date. ( 3 )The Reporting Person is a partner within the Index Ventures group. Advisors within the Index Ventures group provide advice to Index Ventures Growth II (Jersey), L.P., Index Ventures Growth II Parallel Entrepreneur Fund (Jersey), L.P. and Yucca (Jersey) SLP (collectively, the "Index Funds"). The Reporting Person is involved in making recommendations to the Index Funds, but does not hold voting or dispositive power over the shares held by the Index Funds. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose. ( 4 )Of the shares reported, (a) 15,442 shares are held directly by Index Ventures Growth II Parallel Entrepreneur Fund (Jersey), L.P., and (b) 53,556 shares are held directly by Yucca (Jersey) SLP. ( 5 )Of the shares reported, (a) 7,121 shares are held directly by Index Ventures Growth II Parallel Entrepreneur Fund (Jersey), L.P., and (b) 6,182 shares are held directly by Yucca (Jersey) SLP. ( 6 )Of the shares reported, (a) 8,321 shares are held directly by Index Ventures Growth II Parallel Entrepreneur Fund (Jersey), L.P., and (b) 7,238 shares are held directly by Yucca (Jersey) SLP.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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