Sec Form 4 Filing - Index Ventures Growth II (Jersey), L.P. @ ZUORA INC - 2018-09-04

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 Index Ventures Growth II (Jersey), L.P. 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 EFG WEALTH SOLUTIONS (JERSEY) LTD., NO. 1 SEATON PLACE 3. Date of Earliest Transaction (MM/DD/YY) 09/04/2018 (Street) ST. HELIER, Y9JEA 8YJ 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 09/04/2018 C 1,053,868 ( 1 ) A $ 0 ( 1 ) 1,053,868 ( 1 ) I See Footnote ( 2 ) Class A Common Stock 09/05/2018 J( 3 ) 1,042,337 D 11,531 I See Footnote ( 2 ) Class A Common Stock 09/05/2018 S 1,202 D $ 26.792 ( 4 ) 10,329 I See Footnote ( 2 ) Class A Common Stock 09/05/2018 S 10,329 D $ 26.2411 ( 5 ) 0 I See Footnote ( 2 ) Class A Common Stock 09/04/2018 C 3,860 A $ 0 ( 1 ) 3,860 ( 1 ) I See Footnote ( 6 ) Class A Common Stock 09/05/2018 S 402 D $ 26.792 ( 7 ) 3,458 I See Footnote ( 6 ) Class A Common Stock 09/05/2018 S 3,458 D $ 26.2411 ( 8 ) 0 I See Footnote ( 6 ) Class A Common Stock 09/04/2018 C 13,389 A $ 0 ( 1 ) 13,389 ( 1 ) I See Footnote ( 9 ) Class A Common Stock 09/05/2018 S 1,396 D $ 26.792 ( 10 ) 11,993 I See Footnote ( 9 ) Class A Common Stock 09/05/2018 S 11,993 D $ 26.2411 ( 11 ) 0 I See Footnote ( 9 )

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 ) 09/04/2018 C 1,053,868 ( 1 ) ( 1 ) Class A Common Stock ( 1 ) 1,053,868 $ 0 3,161,606 I See Footnote ( 2 ) Class B Common Stock ( 1 ) 09/04/2018 C 3,860 ( 1 ) ( 1 ) Class A Common Stock ( 1 ) 3,860 $ 0 11,582 I See Footnote ( 6 ) Class B Common Stock ( 1 ) 09/04/2018 C 13,389 ( 1 ) ( 1 ) Class A Common Stock ( 1 ) 13,389 $ 0 40,167 I See Footnote ( 9 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Index Ventures Growth II (Jersey), L.P. C/O EFG WEALTH SOLUTIONS (JERSEY) LTD. NO. 1 SEATON PLACE ST. HELIER, Y9JEA 8YJ X Index Venture Growth Associates II Ltd C/O EFG WEALTH SOLUTIONS (JERSEY) LTD. NO. 1 SEATON PLACE ST. HELIER, Y9JEA 8YJ X Index Ventures Growth II Parallel Entrepreneur Fund (Jersey), L.P. C/O EFG WEALTH SOLUTIONS (JERSEY) LTD. NO. 1 SEATON PLACE ST. HELIER, Y9JEA 8YJ X Yucca (Jersey) SLP C/O EFG WEALTH SOLUTIONS (JERSEY) LTD. NO. 1 SEATON PLACE ST. HELIER, Y9JEA 8YJ X Yucca Associates Ltd C/O EFG WEALTH SOLUTIONS (JERSEY) LTD. NO. 1 SEATON PLACE ST. HELIER, Y9JEA 8YJ X Signatures INDEX VENTURE GROWTH ASSOCIATES II LIMITED, as Managing General Partner of INDEX VENTURES GROWTH II (JERSEY), L.P., By: /s/ I.J. Henderson, Its: Director 09/06/2018 Signature of Repo rting Person Date INDEX VENTURE GROWTH ASSOCIATES II LIMITED, By: /s/ I.J. Henderson, Its: Director 09/06/2018 Signature of Reporting Person Date INDEX VENTURE GROWTH ASSOCIATES II LIMITED, as Managing General Partner of INDEX VENTURES GROWTH II PARALLEL ENTREPRENEUR FUND (JERSEY), L.P., By: /s/ I.J. Henderson, Its: Director 09/06/2018 Signature of Reporting Person Date YUCCA (JERSEY) SLP, By Intertrust Employee Benefit Services Limited, as authorized signatory of Yucca (Jersey) SLP in its capacity as Administrator of the Index Co-Investment Scheme, By: /s/ Sarah Earles, /s/ Julie Gallon, Its: Authorized Signatories 09/06/2018 Signature of Reporting Person Date YUCCA ASSOCIATES LIMITED, By: /s/ I.J. Henderson, Its: Director 09/06/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )At the request of the holder, on September 4, 2018, each such share of the issuer's Class B Common Stock converted into one (1) share of the issuer's Class A Common Stock. ( 2 )The securities are held by Index Ventures Growth II (Jersey), L.P. ("IVG II"). Index Venture Growth Associates II Limited ("Associates") is the general partner of IVG II. Associates disclaims Section 16 beneficial ownership of the securities held by IVG II, except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that Associates is the beneficial owner of such securities for Section 16 or any other purpose. ( 3 )On September 5, 2018, IVG II distributed, for no consideration, 1,042,337 shares of Class A Common Stock of the issuer to its limited partners, representing each such partner's pro rata interest in the shares held by IVG II. The aforementioned distributions were made in accordance with the exemptions afforded by Rule 16a-13 and Rule 16a-9 of the Securities Exchange Act of 1934, as amended. ( 4 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.705 - $27.05, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 5 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.70 - $26.68, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 6 )The securities are held directly by Index Ventures Growth II Parallel Entrepreneur Fund (Jersey), L.P. ("Parallel"). Associates is the general partner of Parallel. Associates disclaims Section 16 beneficial ownership of the securities held by Parallel, except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that Associates is the beneficial owner of such securities for Section 16 or any other purpose. ( 7 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.705 - $27.05, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 8 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.70 - $26.68, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 9 )The securities are held directly by Yucca (Jersey) SLP ("Yucca"). The general partner of Yucca is Yucca Associates Limited ("YAL"). YAL disclaims Section 16 beneficial ownership of the securities held by Yucca, except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that YAL is the beneficial owner of such securities for Section 16 or any other purpose. ( 10 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.705 - $27.05, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 11 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.70 - $26.68, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

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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