Sec Form 4 Filing - Cougar Investment Holdings LLC @ ZUORA INC - 2018-07-05

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 Cougar Investment Holdings 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) C/O VULCAN VENTURES, 505 FIFTH AVE. S, SUITE 900 3. Date of Earliest Transaction (MM/DD/YY) 07/05/2018 (Street) SEATTLE, WA98104 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 Class A Common Stock 07/05/2018 C 2,867,445 ( 1 ) A $ 0 2,867,445 I By Vulcan Capital Growth Equity LLC ( 2 )

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 ( 3 ) ( 3 ) 07/05/2018 C 2,867,445 ( 4 ) ( 3 ) ( 3 ) Class A Common Stock 2,867,445 $ 0 0 I By Vulcan Capital Growth Equity LLC ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Cougar Investment Holdings LLC C/O VULCAN VENTURES 505 FIFTH AVE. S, SUITE 900 SEATTLE, WA98104 X ALLEN PAUL G C/O VULCAN VENTURES 505 FIFTH AVENUE SOUTH, SUITE 900 SEATTLE, WA98104 X Vulcan Capital Growth Equity Management LLC C/O VULCAN VENTURES 505 FIFTH AVE. S, SUITE 900 SEATTLE, WA98104 X Vulcan Capital Growth Equity LLC C/O VULCAN VENTURES 505 FIFTH AVE. S, SUITE 900 SEATTLE, WA98104 X Signatures /s/ David R. Stewart, as attorney-in-fact for Paul G. Allen 07/15/2018 Signature of Reporting Person Date /s/ David R. Stewart, Vice President for Cougar Investment Holdings LLC 07/15/2018 Signature of Reporting Person Date /s/ David R. Stewart, for Vulcan Capital Growth Equity Management LLC, as Vice President of Cougar Investment Holdings LLC, its Managing Member 07/15/2018 Signature of Reporting Person Date /s/ David R. Stewart, Vice President of Cougar Investment Holdings LLC, the Managing Member of Vulcan Capital Growth Equity Management LLC, the Manager of Vulcan Capital Growth Equity LLC 07/15/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the number of shares that were acquired upon the conversion of Class B Common Stock to Class A Common Stock as reflected in Table II.The registered holder elected to convert the shares from Class B Common Stock to Class A Common Stock on a 1-for-1 basis. ( 2 )These securities are held of record by Vulcan Capital Growth Equity LLC ("VCGE"). Vulcan Capital Growth Equity Management LLC ("VCGE Management") manages VCGE. VCGE Management is managed by Cougar Investment Holdings LLC, which is wholly owned by Paul G. Allen, who has sole voting and investment power over the shares held by VCGE. Mr. Allen disclaims beneficial ownership over such securities except to the extent of his 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. ( 3 )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 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. ( 4 )The holder elected to convert the shares of Class B Common Stock to Class A Common Stock on a 1-for-1 basis.

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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