Sec Form 4 Filing - GOLDMAN KENNETH A @ ZUORA INC - 2021-06-22

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 GOLDMAN KENNETH A 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 ZUORA, INC., 101 REDWOOD SHORES PARKWAY 3. Date of Earliest Transaction (MM/DD/YY) 06/22/2021 (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 06/22/2021 A 10,115 ( 1 ) A $ 0 41,753 D Class A Common Stock 1,394 I By Goldman-Valeriote Family Trust u/a/d 11/15/95 ( 2 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GOLDMAN KENNETH A C/O ZUORA, INC. 101 REDWOOD SHORES PARKWAY REDWOOD CITY, CA94065 X Signatures /s/ Jennifer Pileggi as attorney-in-fact for Kenneth A. Goldman 06/23/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects Restricted Stock Units (RSUs) automatically granted at the Issuer's Annual Meeting of Stockholders on June 22, 2021. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement. The RSUs will fully vest and convert into shares of the Issuer's Class A Common Stock on the earlier of (a) the date of the Issuer's 2022 Annual Meeting of Stockholders and (b) the date that is one year following the RSU grant date, in each case, so long as the Reporting Person continues to provide services to the Issuer through such date. The vesting of the RSUs shall accelerate in full upon the consummation of a Corporate Transaction, as defined in the Issuer's 2018 Equity Incentive Plan. ( 2 )Reporting Person is a trustee of the Trust and may be deemed to have voting and dispositive power with regard to the shares held by 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.

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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