Sec Form 4 Filing - Tzuo Tien @ ZUORA INC - 2024-04-22

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 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) 04/22/2024 (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

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) ( 1 ) 04/22/2024 A 300,000 ( 2 ) ( 3 ) Class A Common Stock 300,000 $ 0 300,000 D Performance Stock Units (PSU)(Class A) ( 4 ) 04/22/2024 A 300,000 ( 5 ) ( 6 ) Class A Common Stock 300,000 $ 0 300,000 D Stock Option (Right to buy Class B Common Stock) $ 3.04 04/23/2024( 7 ) M 115,500 ( 8 ) 11/18/2024 Class B Common Stock 115,500 $ 0 968,985 D Class B Common Stock ( 9 ) 04/23/2024 M 115,500 ( 9 ) ( 9 ) Class A Common Stock 115,500 $ 0 115,500 D Class B Common Stock ( 9 ) 04/23/2024 G 115,500 ( 9 ) ( 9 ) Class A Common Stock 115,500 $ 0 0 D Class B Common Stock ( 9 ) 04/23/2024 G 115,500 ( 9 ) ( 9 ) Class A Common Stock 115,500 $ 0 7,371,703 I By 70 Thirty Trust ( 10 ) Class B Common Stock ( 9 ) ( 9 ) ( 9 ) Class A Common Stock 640,542 640,542 I By The Next Left Trust ( 11 )

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/ Erika Ward as attorney-in-fact for Tien Tzuo 04/24/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )The RSUs vest over three years, with 1/6 of the shares underlying the initial award vesting on September 30, 2024, and the remaining shares vesting as to 1/12 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. ( 3 )RSUs do not expire; these securities either vest and settle or are canceled prior to the vesting date. ( 4 )Each performance stock unit ("PSU") represents a contingent right to receive one share of Zuora's Class A Common Stock upon vesting for no consideration. ( 5 )PSUs that meet certain specified performance metrics within the period starting on the first anniversary of the grant date through the fourth anniversary of the grant date (the "Performance Period") generally vest in four equal annual installments on the first four anniversaries of the date of grant with the first vesting date no sooner than 90 days following the certification of the applicable performance metric, so long as the Reporting Person continues to provide services to Zuora through each vesting date. The PSUs are separated into two equal tranches. The applicable performance metrics for each tranche of PSUs will be satisfied if, during the Performance Period, one share of Zuora's Class A Common Stock achieves a specified per share price for such tranche calculated based on the average closing price of a share of Zuora's Class A Common Stock for the 30 trading days prior to and including the measurement date. ( 6 )PSUs do not expire; these securities either vest and settle or are canceled prior to the vesting date. ( 7 )As previously disclosed on the Form 4 for the Reporting Person filed on April 19, 2024, the Reporting Person used net proceeds from the prior sale of Zuora Class A Common Stock to exercise 115,500 shares of Class B Common Stock under a stock option that expires on November 18, 2024. Upon exercise of this option, the 115,500 shares will retain their status as Class B Common Stock. No shares were sold as part of this transaction. ( 8 )This option is fully vested and exercisable. ( 9 )Each share of Zuora's Class B Common Stock will convert into one share of Zuora'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 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. ( 10 )The Reporting Person is a trustee of the 70 Thirty Trust. ( 11 )The Reporting Person is a trustee of The Next Left Trust.

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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