SEC FORM 4

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

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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^*

Sloat Tyler

(Last)

(First)

(Middle)

C/O ZUORA, INC.

3050 SOUTH DELAWARE STREET, SUITE 301

(Street)

SAN MATEO

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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2019

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	06/30/2019		M		2,750	A	$0	6,205⁽¹⁾⁽²⁾	D
Class A Common Stock	06/30/2019		F		1,097⁽³⁾	D	$15.32	5,108	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to buy Class A Common Stock)	$21.38	05/01/2019		A		88,000		⁽⁴⁾	05/01/2029	Class A Common Stock	88,000	$0	88,000	D
Restricted Stock Units (RSU)(Class A)	⁽⁵⁾	05/01/2019		A		44,000		⁽⁶⁾	03/31/2023	Class A Common Stock	44,000	$0	44,000	D
Restricted Stock Units (RSU)(Class A)	⁽⁵⁾	06/30/2019		M			2,750	⁽⁶⁾	03/31/2023	Class A Common Stock	2,750	$0	41,250	D

Explanation of Responses:

1. Includes 1,670 shares of Class A Common Stock acquired on June 14, 2019, pursuant to the Issuer's employee stock purchase plan.

2. The total number of shares of Class A Common Stock owned by the Reporting Person following the transactions reported on Forms 4 filed on March 28, 2019, and April 1, 2019 (the "Form 4 Filings") was inadvertently reported as 1,784. On March 26, 2019, 135,030 shares of Class B Common Stock converted into the same number of Class A Common Stock, and the correct number of shares of Class A Common Stock directly held by the Reporting Person immediately following the transactions reported in the Form 4 Filings is 1,785.

3. Shares withheld to satisfy the Reporting Person's tax liability in connection with the issuance of Class A Common Stock resulting from the vesting of restricted stock units as reported in row one of Table I.

4. The option vests as to 1/48 of the shares on the last day of of each month beginning on April 30, 2019, with 100% of the total shares vested on April 30, 2023, subject to the Reporting Person's provision of service to the Issuer through each vesting date.

5. Each RSU represents a contingent right to receive 1 share of the Issuer's Class A Common Stock upon settlement for no consideration.

6. The RSU vests over four years, with 1/16 of the underlying shares vesting on June 30, 2019 and the remaining shares vesting as to 1/16 of such shares quarterly 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 Tyler Sloat	07/02/2019
	** 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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