X0206 3 2018-04-11 0 0001423774 ZUORA INC ZUO 0001511025 Benchmark Capital Management Co. V, L.L.C. C/O BENCHMARK 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001310196 BENCHMARK FOUNDERS FUND V LP C/O BENCHMARK 2965 WOODSIDE ROAD WOODSIDE 94062 0 0 1 0 0001310489 Benchmark Founders Fund V-B LP C/O BENCHMARK 2965 WOODSIDE ROAD WOODSIDE Woodside 0 0 1 0 0001297648 Benchmark Capital Partners V L P C/O BENCHMARK 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001310487 Benchmark Founders Fund V-A LP C/O BENCHMARK 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 No securities beneficially held 0 D Series A Preferred Stock 0.00 Class B Common Stock 6273196 I See Footnote Series B Preferred Stock 0.00 Class B Common Stock 1600891 I See Footnote Series C Preferred Stock 0.00 Class B Common Stock 1288161 I See Footnote Series D Preferred Stock 0.00 Class B Common Stock 535148 I See Footnote Series E Preferred Stock 0.00 Class B Common Stock 494527 I See Footnote Series F Preferred Stock 0.00 Class B Common Stock 65801 I See Footnote Each share of the issuer's Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, and Series F Preferred Stock will automatically convert into 1 share of the issuer's Class B Common Stock immediately upon the closing of the issuer's initial public offering ("IPO") and has no expiration date. 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 IPO, 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 IPO 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. 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. Exhibit List - Exhibit 24 - Power of Attorney This report is one of two reports, each on a separate Form 3, but relating to the same transaction being filed by entities affiliated with Benchmark and their applicable members. BENCHMARK CAPITAL MANAGEMENT CO. V, L.L.C., /s/ Steven M. Spurlock, as Managing Member of Benchmark Capital Management Co. V, L.L.C. 2018-04-11 BENCHMARK CAPITAL PARTNERS V, L.P., /s/ Steven M. Spurlock, as Managing Member of Benchmark Capital Management Co. V, L.L.C., the General Partner of Benchmark Capital Partners V, L.P. 2018-04-11 BENCHMARK FOUNDERS' FUND V, L.P., /s/ Steven M. Spurlock, as Managing Member of Benchmark Capital Management Co. V, L.L.C., the General Partner of Benchmark Founders' Fund V, L.P. 2018-04-11 BENCHMARK FOUNDERS' FUND V-A, L.P., /s/ Steven M. Spurlock, as Managing Member of Benchmark Capital Management Co. V, L.L.C., the General Partner of Benchmark Founders' Fund V-A, L.P. 2018-04-11 BENCHMARK FOUNDERS' FUND V-B, L.P., /s/ Steven M. Spurlock, as Managing Member of Benchmark Capital Management Co. V, L.L.C., the General Partner of Benchmark Founders' Fund V-B, L.P. 2018-04-11