Sec Form 4 Filing - Tzuo Tien @ ZUORA INC - 2021-04-14

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) 04/14/2021 (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 04/14/2021 C 20,000 A $ 0 20,000 I By The Next Left Trust ( 1 ) Class A Common Stock 04/14/2021 S( 2 ) 20,000 D $ 17.7611 ( 3 ) 0 I By The Next Left Trust ( 1 )

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 Class B Common Stock ( 4 ) 04/14/2021 C 20,000 ( 4 ) ( 4 ) Class A Common Stock 20,000 $ 0 680,542 ( 5 ) I By The Next Left Trust ( 1 ) Class B Common Stock ( 4 ) ( 4 ) ( 4 ) Class A Common Stock 7,006,809 7,006,809 ( 5 ) I By 70 Thirty Trust ( 6 )

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/ Jennifer Pileggi as attorney-in-fact for Tien Tzuo 04/15/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Person is a trustee of The Next Left Trust. ( 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 $17.500 and the highest price at which shares were sold was $17.885. 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 range set forth in this footnote. ( 4 )Each share of the Issuer's Class B Common Stock will convert into one 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. ( 5 )Pursuant to share transfers effected July 17, 2020, (1) 364,402 shares of Class B Common Stock were transferred from the Tien Tzuo 2010 Annuity Trust ("Tien Tzuo Annuity") (of which the Reporting Person was a trustee), with 360,271 shares being transferred to The Next Left Trust and 4,131 shares being transferred to the 70 Thirty Trust, and (2) 364,402 shares of Class B Common Stock were transferred from the Renyan Tzuo 2010 Annuity Trust ("Renyan Tzuo Annuity") (of which the Reporting Person's spouse was a trustee), with 360,271 shares being transferred to The Next Left Trust and 4,131 shares being transferred to the 70 Thirty Trust. These transfers were previously reported in a footnote to a Form 4 filed on January 22, 2021 erroneously stating that full number of shares transferred from the Tien Tzuo Annuity and the Renyan Tzuo Annuity were transferred to The Next Left Trust. ( 6 )The Reporting Person is a trustee of the 70 Thirty 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).

** 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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