X0306 4 2018-10-02 0 0001423774 ZUORA INC ZUO 0001190193 SPURLOCK STEVEN M 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001190192 BALKANSKI ALEXANDRE 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001190211 DUNLEVIE BRUCE 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001190191 GURLEY J WILLIAM 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001190213 HARVEY KEVIN 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001183234 KAGLE ROBERT 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001091435 LASKY MITCHELL 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 Class A Common Stock 2018-10-02 4 C 0 2564431 0.00 A 2564431 I See footnote Class A Common Stock 2018-10-02 4 J 0 2564431 0.00 D 0 I See footnote Class A Common Stock 2018-10-02 4 J 0 28450 0.00 A 28450 I See footnote Class A Common Stock 2018-10-03 4 S 0 2342 20.7631 D 26108 I See footnote Class A Common Stock 2018-10-03 4 S 0 26108 20.948 D 0 I See footnote Class A Common Stock 2018-10-02 4 J 0 13937 0.00 A 13937 I See footnote Class A Common Stock 2018-10-02 4 J 0 97129 0.00 A 97129 I See footnote Class A Common Stock 2018-10-02 4 J 0 91156 0.00 A 91156 I See footnote Class A Common Stock 2018-10-02 5 G 0 E 91156 0.00 D 0 I See footnote Class A Common Stock 2018-10-02 4 J 0 33184 0.00 A 33184 I See footnote Class A Common Stock 2018-10-02 5 G 0 E 33184 0.00 D 0 I See footnote Class A Common Stock 2018-10-02 4 J 0 112604 0.00 A 112604 I See footnote Class A Common Stock 2018-10-03 4 S 0 9369 20.7631 D 103235 I See footnote Class A Common Stock 2018-10-02 4 J 0 1195 0.00 A 1195 I See footnote Class A Common Stock 2018-10-02 4 J 0 157524 0.00 A 157524 I See footnote Class A Common Stock 2018-10-02 4 J 0 104430 0.00 A 104430 I See footnote Class A Common Stock 2018-10-02 4 J 0 48328 0.00 A 48328 I See footnote Class A Common Stock 2018-10-02 5 G 0 E 48328 0.00 D 0 I See footnote Class B Common Stock 2018-10-02 4 C 0 2564431 0.00 D Class A Common Stock 2564431 7693293 I See footnote Shares are held by Benchmark Capital Partners V, L.P. ("BCP V"), as nominee for BCP V, Benchmark Founders' Fund V, L.P. ("BFF V"), Benchmark Founders' Fund V-A, L.P. ("BFF V-A"), Benchmark Founders' Fund V-B, L.P. ("BFF V-B") and related persons. Benchmark Capital Management Co. V, L.L.C. ("BCMC V"), the general partner of each of BCP V, BFF V, BFF V-A and BFF V-B, may be deemed to have sole voting and dispositive power over such shares. Alexandre Balkanski, Bruce W. Dunlevie, Peter H. Fenton, J. William Gurley, Kevin R. Harvey, Robert C. Kagle, Mitchell H. Lasky and Steven M. Spurlock, the managing members of BCMC V, may be deemed to share voting and dispositive power over these shares beneficially held by such entities. Each reporting person disclaims the existence of a "group" and disclaims beneficial ownership of any securities, except to the extent of such reporting persons' pecuniary interest in such securities. Represents a pro-rata, in-kind distribution by BCP V and its affiliated funds and related persons, without additional consideration, to their respective partners, members and assigns. Shares are held by Steven M. Spurlock's family trust. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.45 to $21.05, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.80 to $21.08, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. Shares are held by a limited partnership controlled by Alexandre Balkanski. Shares are held by Alexandre Balkanski's family trust. Shares are held by Bruce W. Dunlevie's family trust. Shares are held by a limited partnership controlled by Bruce W. Dunlevie. Shares are held directly by J. William Gurley. Shares are held by a limited partnership controlled by J. William Gurley. Shares are held by Kevin R. Harvey's family trust. Shares are held directly by Robert C. Kagle. Shares are held directly by Mitchell H. Lasky. Each share of the issuer's Class B Common Stock will convert into 1 share of the issuer's Class A Common Stock (a) at the option of the holder and (b) automatically upon (i) any transfer which occurs after the closing of the issuer's initial public offering, 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. Not applicable. This is one of three reports, each on a separate Form 4, but relating to the same transaction being filed by entities affiliated with Benchmark and their applicable members. /s/ Steven M. Spurlock 2018-10-04 /s/ Steven M. Spurlock, by power of attorney for Alexandre Balkanski 2018-10-04 /s/ Steven M. Spurlock, by power of attorney for Bruce W. Dunlevie 2018-10-04 /s/ Steven M. Spurlock, by power of attorney for J. William Gurley 2018-10-04 /s/ Steven M. Spurlock, by power of attorney for Kevin R. Harvey 2018-10-04 /s/ Steven M. Spurlock, by power of attorney for Robert C. Kagle 2018-10-04 /s/ Steven M. Spurlock, by power of attorney for Mitchell H. Lasky 2018-10-04