Sec Form 4 Filing - Pileggi Jennifer @ ZUORA INC - 2021-01-22

Insider filing report for Changes in Beneficial Ownership
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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
Pileggi Jennifer
2. Issuer Name and Ticker or Trading Symbol
ZUORA INC [ ZUO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
SVP, GC and Corp. Secretary
(Last) (First) (Middle)
C/O ZUORA, INC., 101 REDWOOD SHORES PARKWAY
3. Date of Earliest Transaction (MM/DD/YY)
01/22/2021
(Street)
REDWOOD CITY, CA94065
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 01/22/2021 C 10,000 A $ 0 30,095 D
Class A Common Stock 01/22/2021 S( 1 ) 10,000 D $ 15.0013 ( 2 ) 20,095 D
Class A Common Stock 50,000 I By The Bradley and Jennifer Pileggi Trust ( 3 )
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
Stock Option (Right to buy Class B Common Stock) $ 3.34 01/22/2021 M( 1 ) 10,000 ( 4 ) 07/16/2025 Class B Common Stock 10,000 $ 3.34 10,000 D
Class B Common Stock $ 0 ( 5 ) 01/22/2021 M( 1 ) 10,000 ( 5 ) ( 5 ) Class A Common Stock 10,000 $ 0 10,000 D
Class B Common Stock $ 0 ( 5 ) 01/22/2021 C 10,000 ( 5 ) ( 5 ) Class A Common Stock 10,000 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Pileggi Jennifer
C/O ZUORA, INC.
101 REDWOOD SHORES PARKWAY
REDWOOD CITY, CA94065
SVP, GC and Corp. Secretary
Signatures
/s/ Jennifer Pileggi 01/26/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This transaction was effected pursuant to a 10b5-1 trading plan adopted by the Reporting Person.
( 2 )Represents the weighted average sale price. The lowest price at which shares were sold was $15.000 and the highest price at which shares were sold was $15.025. The Reporting Person undertakes to provideupon request to the staff of the U.S. Securities and Exchange Commission, the Issuer or its stockholders, full information regarding the total number of shares sold at each separate price within the range set forthin this footnote.
( 3 )The securities are held of record by The Bradley and Jennifer Pileggi Trust, of which the Reporting Person is trustee.
( 4 )The option vested as to 100% of the underlying shares on June 8, 2019.
( 5 )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 or (b) automatically upon (i) any transfer, except for certain permitted transfers, or (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).

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