Sec Form 4 Filing - HALEY TIMOTHY M @ 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person HALEY TIMOTHY M 2. Issuer Name and Ticker or Trading Symbol ZUORA INC [ ZUO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 3000 SAND HILL ROAD, BUILDING 2, SUITE 290 3. Date of Earliest Transaction (MM/DD/YY) 09/04/2018 (Street) MENLO PARK, CA94025 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)

$ 0 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 1,452,151 A $ 0 1,452,151 I By Redpoint Omega, L.P. ( 1 ) Class A Common Stock 09/04/2018 C 41,062 A $ 0 41,062 I By Redpoint Omega Associates, LLC ( 2 ) Class A Common Stock 09/04/2018 J( 3 ) 1,452,151 D $ 0 0 I By Redpoint Omega, L.P. ( 1 ) Class A Common Stock 09/04/2018 J( 4 ) 41,062 D $ 0 0 I By Redpoint Omega Associates, LLC ( 2 ) Class A Common Stock 09/04/2018 J( 5 ) 373,929 A $ 0 373,929 I By Redpoint Omega, LLC Class A Common Stock 09/04/2018 J( 6 ) 373,929 D $ 0 0 I By Redpoint Omega, LLC Class A Common Stock 09/04/2018 J( 7 ) 45,078 A 45,078 I By Haley-McGourty Family Trust U/D/T 9/27/96 Class A Common Stock 09/04/2018 J( 8 ) 16,218 A $ 0 16,218 I By Haley-McGourty Partners

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 $ 0 09/04/2018 C 1,452,151 ( 9 ) ( 9 ) Class A Common Stock 1,452,151 $ 0 4,356,463 I By Redpoint Omega, L.P. ( 1 ) Class B Common Stock $ 0 09/04/2018 C 41,062 ( 9 ) ( 9 ) Class A Common Stock 41,062 $ 0 123,190 I By Redpoint Omega Associates, LLC ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HALEY TIMOTHY M 3000 SAND HILL ROAD BUILDING 2, SUITE 290 MENLO PARK, CA94025 X Signatures /s/ Timothy M. Haley 09/06/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares are owned directly by Redpoint Omega, L.P., of which Redpoint Omega, LLC serves as the sole general partner and exercises voting and investment power over these shares. The reporting person disclaims beneficial ownership of these securities, except to the extent of his proportionate 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. ( 2 )These shares are owned directly by Redpoint Omega Associates, LLC which is under common control with Redpoint Omega, LLC. The reporting person disclaims beneficial ownership of these securities, except to the extent of his proportionate 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. ( 3 )Represents a pro rata in kind distribution without consideration by Redpoint Omega, L.P. to its respective partners, including its general partner, Redpoint Omega, LLC. ( 4 )Represents a pro rata in kind distribution without consideration by Redpoint Omega Associates, LLC to its respective members and managers. ( 5 )Represents the receipt of shares in the pro rata in kind distribution of Class A Common Stock of the Issuer by Redpoint Omega, L.P. described in footnote 3. ( 6 )Represents a pro rata in kind distribution of Class A Common Stock of the Issuer by Redpoint Omega, LLC without consideration to its members. ( 7 )Represents a change in the form of ownership from one form of indirect ownership to another by virtue of the receipt of shares in the pro rata in kind distribution of Class A Common Stock of the Issuer by Redpoint Omega, LLC described in footnote 3. The shares are held by the Haley-McGourty Family Trust U/D/T 9/27/96 (the "Trust"). The reporting person is a trustee of the Trust. The reporting person disclaims beneficial ownership of the shares held by the Trust except to the extent of his proportionate pecuniary interest therein. ( 8 )Represents a change in the form of ownership from one form of indirect ownership to another by virtue of the receipt of (i) 11,269 shares in the pro rata in kind distribution of Class A Common Stock of the Issuer by Redpoint Omega, LLC described in footnote 3, and (ii) 4,949 shares in the pro rata in kind distribution of Class A Common Stock of the Issuer by Redpoint Omega Associates, LLC described in footnote 4. The shares are held by Haley-McGourty Partners ("H-M Partners"). The reporting person is a general partner of H-M Partners. The reporting person disclaims beneficial ownership of the shares held by H-M Partners except to the extent of his proportionate pecuniary interest therein. ( 9 )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, 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 Issuer'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 the issuer's common stock, and has no expiration 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.