SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Traube Robert J. (Last) (First) (Middle) C/O ZUORA, INC. 3050 S. DELAWARE ST., #301 (Street) SAN MATEO CA 94403 (City) (State) (Zip)	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) Chief Revenue Officer
	3. Date of Earliest Transaction (Month/Day/Year) 10/30/2019
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	10/30/2019		A		100,000(1)(2)	A	$0	100,000	D
Class A Common Stock	10/30/2019		A		100,000(1)(3)	A	$0	200,000	D
Class A Common Stock	10/31/2019		S(4)		48,973	D	$14.39	151,027	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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 A Common Stock)	$14.35	10/30/2019		A		75,000		(5)	10/30/2029	Class A Common Stock	75,000	$0	75,000	D
Stock Option (Right to buy Class A Common Stock)	$14.35	10/30/2019		A		50,000		(6)	10/30/2029	Class A Common Stock	50,000	$0	100,000	D
Stock Option (Right to buy Class A Common Stock)	$14.35	10/30/2019		A		250,000		(7)	10/30/2029	Class A Common Stock	250,000	$0	500,000	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement for no consideration.

2. The RSU vests over four years, with 1/4 of the total shares vesting on September 30, 2020 and the remaining shares vesting as to 1/16 of the total shares quarterly thereafter, so long as the Reporting Person continues to provide services to the Issuer through each vesting date.

3. The RSU vested fully on October 30, 2019, the Reporting Person's employment start date with the Issuer.

4. This transaction represents shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of the RSUs listed in row 2 of Table I. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person.

5. The option vests over four years, with 1/48 of the total shares vesting on the first monthly anniversary of the vesting commencement date and the remaining shares vesting as to 1/48 of the total shares monthly thereafter, so long as the Reporting Person continues to provide services to the Issuer through each vesting date. The vesting commencement date for this option will be the vesting start date for the refresh stock grants to be awarded to the other members of Zuora's executive management team in calendar year 2021 (provided that such date shall be no later than May 1, 2021).

6. The option vests over four years, with 1/48 of the total shares vesting on the first monthly anniversary of the vesting commencement date and the remaining shares vesting as to 1/48 of the total shares monthly thereafter, so long as the Reporting Person continues to provide services to the Issuer through each vesting date. The vesting commencement date for this option will be the vesting start date for the refresh stock grants to be awarded to the other members of Zuora's executive management team in calendar year 2022 (provided that such date shall be no later than May 1, 2022).

7. The option vests over four years, with 1/4 of the total shares vesting on October 30, 2020 and the remaining shares vesting as to 1/48 of the total shares monthly thereafter, so long as the Reporting Person continues to provide services to the Issuer through each vesting date.

Remarks:

	/s/ Jennifer Pileggi as attorney-in-fact for Robert J. Traube	11/01/2019
	** Signature of Reporting Person	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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