Sec Form 4 Filing - Pressman Jason @ ZUORA INC - 2022-03-29

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 Pressman Jason 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) C/O SHASTA VENTURES, 2440 SAND HILL ROAD, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 03/29/2022 (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)

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 03/29/2022 C 1,000,000 A $ 0 1,000,000 I By Shasta Ventures II, L.P.( 1 ) Class A Common Stock 03/29/2022 J( 2 ) 1,000,000 D 0 I By Shasta Ventures II, L.P.( 1 ) Class A Common Stock 03/29/2022 J( 2 ) 207,998 A 220,810 I Shasta Ventures II GP, LLC( 3 ) Class A Common Stock 03/29/2022 J( 4 ) 202,998 D 17,812 I Shasta Ventures II GP, LLC( 3 ) Class A Common Stock 03/29/2022 J( 5 ) 43,899 A 43,899 I By The 2016 Jason Pressman Trust U/D/T March 8, 2016( 6 )

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( 7 ) 03/29/2022 C 1,000,000 ( 7 ) ( 7 ) Class A Common Stock 1,000,000 $ 0( 7 ) 0 I By Shasta Ventures II, L.P.( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Pressman Jason C/O SHASTA VENTURES 2440 SAND HILL ROAD, SUITE 300 MENLO PARK, CA94025 X Signatures /s/ Jason Pressman 03/31/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares are owned directly by Shasta Ventures II, L.P. ("Shasta II"), of which Shasta Ventures II GP, LLC ("Shasta II GP") is the sole general partner and exercises voting and investment power over these shares. The reporting person is a managing director of Shasta II and 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. ( 2 )Represents an in kind distribution without consideration by Shasta II to its partners, including its general partner, Shasta II GP. ( 3 )These shares are owned directly by Shasta II GP. The reporting person is a managing director of Shasta II and 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 )Represents a pro-rata in-kind distribution of shares by Shasta II GP, without consideration, to its members. ( 5 )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 distributions by Shasta II described in footnote (2) and Shasta II GP described in footnote (4). ( 6 )The shares are held by the 2016 Jason Pressman Trust U/D/T March 8, 2016 (the "Trust"). The reporting person is a trustee of the Trust. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein. ( 7 )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).

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