Sec Form 4 Filing - Pileggi Jennifer @ ZUORA INC - 2019-04-08

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., 3050 SOUTH DELAWARE STREET, SUITE 301 3. Date of Earliest Transaction (MM/DD/YY) 04/08/2019 (Street) SAN MATEO, CA94403 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 04/08/2019 C 10,000 ( 1 ) A $ 0 11,785 D Class A Common Stock 04/08/2019 S( 2 ) 10,000 D $ 20.0746 ( 3 ) 1,785 D Class A Common Stock 50,000 I By The Bradley and Jennifer Pileggi Trust ( 4 )

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 04/08/2019 M( 2 ) 10,000 ( 5 ) 07/16/2025 Class B Common Stock 10,000 $ 0 80,000 D Class B Common Stock $ 0 ( 6 ) 04/08/2019 M( 2 ) 10,000 ( 6 ) ( 6 ) Class A Common Stock 10,000 $ 0 10,000 D Class B Common Stock $ 0 ( 6 ) 04/08/2019 C 10,000 ( 6 ) ( 6 ) Class A Common Stock 10,000 $ 0 10,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Pileggi Jennifer C/O ZUORA, INC. 3050 SOUTH DELAWARE STREET, SUITE 301 SAN MATEO, CA94403 SVP, GC and Corp. Secretary Signatures /s/ Jennifer Pileggi 04/09/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the number of shares that were acquired by the Reporting Person upon conversion of the shares of Class B Common Stock into Class A Common Stock in connection with the exercise of the stock option listed in Table II. ( 2 )This transaction was effected pursuant to a 10b5-1 trading plan adopted by the Reporting Person. ( 3 )Represents the weighted average sale price. The lowest price at which shares were sold was $19.77 and the highest price at which shares were sold was $20.30. The Reporting Person undertakes to provide upon 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 ranges set forth in this footnote. ( 4 )The securities are held of record by The Bradley and Jennifer Pileggi Trust, of which the Reporting Person is trustee. ( 5 )The option vests as to 1/4 of the shares on the anniversary of the June 8, 2015 vesting commencement date, and then 1/48 of the total shares vest monthly thereafter, with 100% of the total shares vested on June 8, 2019, subject to the Reporting Person's provision of service to the Issuer on each vesting date. The option contains an early-exercise provision and is exercisable as to unvested shares, subject to the Issuer's right of repurchase. ( 6 )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).

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