Sec Form 4 Filing - Tzuo Tien @ ZUORA INC - 2022-06-30

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
Tzuo Tien
2. Issuer Name and Ticker or Trading Symbol
ZUORA INC [ ZUO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chairman and CEO
(Last) (First) (Middle)
C/O ZUORA, INC., 101 REDWOOD SHORES PARKWAY
3. Date of Earliest Transaction (MM/DD/YY)
06/30/2022
(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 06/30/2022 M 12,500 A $ 0 12,500 D
Class A Common Stock 06/30/2022 S( 1 ) 12,500 D $ 8.8808( 2 ) 0 D
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
Restricted Stock Units (RSU)(Class A) ( 3 ) 06/30/2022 M 12,500 ( 4 ) ( 5 ) Class A Common Stock 12,500 $ 0 137,500 D
Class B Common Stock ( 6 ) ( 6 ) ( 6 ) Class A Common Stock 7,106,809 7,106,809 I By 70 Thirty Trust( 7 )
Class B Common Stock ( 6 ) ( 6 ) ( 6 ) Class A Common Stock 640,542 640,542 I By The Next Left Trust( 8 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Tzuo Tien
C/O ZUORA, INC.
101 REDWOOD SHORES PARKWAY
REDWOOD CITY, CA94065
X X Chairman and CEO
Signatures
/s/ Sylvia Lexington as attorney-in-fact for Tien Tzuo 07/05/2022
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 $8.62 and the highest price at which shares were sold was $9.03. The Reporting Person undertakes to provide upon request to the staff of the U.S. Securities and Exchange Commission, Zuora or its stockholders, full information regarding the total number of shares sold at each separate price within the range set forth in this footnote.
( 3 )Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of Zuora's Class A Common Stock upon vesting for no consideration.
( 4 )The RSUs vest over four years, with 1/8 of the shares underlying the initial award vesting on September 30, 2021 and the remaining shares vesting as to 1/16 of the shares underlying the initial award quarterly thereafter, so long as the Reporting Person continues to provide services to Zuora through each vesting date.
( 5 )RSUs do not expire; these securities either vest and settle or are canceled prior to the vesting date.
( 6 )Each share of Zuora's Class B Common Stock is convertible into one share of Zuora'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 Zuora'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 Zuora's common stock, and has no expiration date.
( 7 )The Reporting Person is a trustee of the 70 Thirty Trust.
( 8 )The Reporting Person is a trustee of The Next Left Trust.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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