Sec Form 4 Filing - Tenaya Capital V GP LLC @ 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 Tenaya Capital V GP LLC 2. Issuer Name and Ticker or Trading Symbol ZUORA INC [ ZUO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 3280 ALPINE ROAD 3. Date of Earliest Transaction (MM/DD/YY) 04/16/2018 (Street) PORTOLA VALLEY, CA94028 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 Series B Convertible Preferred Stock ( 1 ) 04/16/2018 C 3,099,012 ( 1 ) ( 1 ) Class B Common Stock 3,099,012 $ 0 0 I By Tenaya Capital V, LP ( 2 ) ( 3 ) Series C Convertible Preferred Stock ( 1 ) 04/16/2018 C 868,891 ( 1 ) ( 1 ) Class B Common Stock 868,891 $ 0 0 I By Tenaya Capital V, LP ( 2 ) ( 3 ) Series D Convertible Preferred Stock ( 1 ) 04/16/2018 C 436,233 ( 1 ) ( 1 ) Class B Common Stock 436,233 $ 0 0 I By Tenaya Capital V, LP ( 2 ) ( 3 ) Series E Convertible Preferred Stock ( 1 ) 04/16/2018 C 322,970 ( 1 ) ( 1 ) Class B Common Stock 322,970 $ 0 0 I By Tenaya Capital V, LP ( 2 ) ( 3 ) Series F Convertible Preferred Stock ( 1 ) 04/16/2018 C 51,569 ( 1 ) ( 1 ) Class B Common Stock 51,569 $ 0 0 I By Tenaya Capital V, LP ( 2 ) ( 3 ) Class B Common Stock ( 4 ) 04/16/2018 C 4,778,675 ( 4 ) ( 4 ) Class A Common Stock 4,778,675 $ 0 4,778,675 I By Tenaya Capital V, LP ( 2 ) ( 3 ) Series B Convertible Preferred Stock ( 1 ) 04/16/2018 C 855,293 ( 1 ) ( 1 ) Class B Common Stock 855,293 $ 0 0 I By Tenaya Capital V-P, LP ( 2 ) ( 3 ) Series C Convertible Preferred Stock ( 1 ) 04/16/2018 C 239,806 ( 1 ) ( 1 ) Class B Common Stock 239,806 $ 0 0 I By Tenaya Capital V-P, LP ( 2 ) ( 3 ) Series D Convertible Preferred Stock ( 1 ) 04/16/2018 C 120,321 ( 1 ) ( 1 ) Class B Common Stock 120,321 $ 0 0 I By Tenaya Capital V-P, LP ( 2 ) ( 3 ) Series E Convertible Preferred Stock ( 1 ) 04/16/2018 C 89,136 ( 1 ) ( 1 ) Class B Common Stock 89,136 $ 0 0 I By Tenaya Capital V-P, LP ( 2 ) ( 3 ) Series F Convertible Preferred Stock ( 1 ) 04/16/2018 C 14,232 ( 1 ) ( 1 ) Class B Common Stock 14,232 $ 0 0 I By Tenaya Capital V-P, LP ( 2 ) ( 3 ) Class B Common Stock ( 4 ) 04/16/2018 C 1,318,788 ( 4 ) ( 4 ) Class A Common Stock 1,318,788 $ 0 1,318,788 I By Tenaya Capital V-P, LP ( 2 ) ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Tenaya Capital V GP LLC 3280 ALPINE ROAD PORTOLA VALLEY, CA94028 X Tenaya Capital V, LP 3280 ALPINE ROAD PORTOLA VALLEY, CA94028 X Tenaya Capital V-P, LP 3280 ALPINE ROAD PORTOLA VALLEY, CA94028 X Tenaya Capital V GP, LP 3280 ALPINE ROAD PORTOLA VALLEY, CA94028 X Signatures /s/ Tom Muscarella, Authorized Signatory, Tenaya Capital V GP, LLC 04/16/2018 Signature of Reporting Person Date /s/ Tom Muscarella, Authorized Signatory, Tenaya Capital V GP, LLC, the General Partner of Tenaya Capital V GP, LP 04/16/2018 Signature of Reporting Person Date /s/ Tom Muscarella, Authorized Signatory, Tenaya Capital V GP, LLC, the General Partner of Tenaya Capital V GP, LP, the General Partner of Tenaya Capital V, LP 04/16/2018 Signature of Reporting Person Date /s/ Tom Muscarella, Authorized Signatory, Tenaya Capital V GP, LLC, the General Partner of Tenaya Capital V GP, LP, the General Partner of Tenaya Capital V-P, LP 04/16/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each share of preferred stock automatically converted into one share of Class B common stock on a one-for-one basis immediately prior to the closing of the Issuer's initial public offering, and had no expiration. ( 2 )The general partner of each of Tenaya Capital V, LP and Tenaya Capital V-P, LP is Tenaya Capital V GP, LP ("V GP, LP") whose general partner is Tenaya Capital V GP, LLC ("V GP, LLC"). By virtue of such relationships, V GP, LP and V GP, LLC may be deemed to have voting and dispositive power over the securities held by Tenaya Capital V, LP and Tenaya Capital V-P, LP and, as a result, may be deemed to have beneficial ownership over such securities. Messrs. Tom Banahan, Ben Boyer, Stewart Gollmer, Brian Melton, and Brian Paul are the managing members of V GP, LLC and such managing members share voting and dispositive power over the securities held by Tenaya Capital V, LP and Tenaya Capital V-P, LP. ( 3 )Each of V GP, LP and V GP, LLC disclaims beneficial ownership of the securities held by Tenaya Capital V, LP and Tenaya Capital V-P, LP except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. ( 4 )The Issuer's Class B Common Stock is convertible into the Issuer's Class A Common Stock on a one-for-one basis at the Reporting Person's election and will automatically convert into one share of Class A Common Stock upon the date that is the earlier of (i) the date specified by a vote of the holders of 66 2/3% of the outstanding shares of Class B Common Stock, (ii) ten years from the closing of the Issuer's initial public offering, and (iii) the date that the total number of shares of the Issuer's Class B Common Stock outstanding ceases to represent at least 5% of all outstanding shares of the Issuer's Common Stock. In addition, each share of Class A Common Stock will automatically convert into one share of Class B Common Stock upon any transfer, whether or not for value, which occurs after the closing of the Issuer's initial public offering, subject to certain exceptions.

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).

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