X0306 4 2018-04-16 0 0001423774 ZUORA INC ZUO 0001626464 Volpi Michelangelo C/O ZUORA, INC. 3050 SOUTH DELAWARE STREET, SUITE 301 SAN MATEO CA 94403 1 0 1 0 Class B Common Stock 2018-04-16 4 C 0 4215474 0.00 A Class A Common Stock 4215474 4215474 I By Index Ventures Growth II (Jersey), L.P. Class B Common Stock 2018-04-16 4 C 0 68998 0.00 A Class A Common Stock 68998 68998 I See Footnotes Series D Preferred Stock 2018-04-16 4 C 0 3170755 0.00 D Class B Common Stock 3170755 0 I By Index Ventures Growth II (Jersey), L.P. Series E Preferred Stock 2018-04-16 4 C 0 481224 0.00 D Class B Common Stock 481224 0 I By Index Ventures Growth II (Jersey), L.P. Series F Preferred Stock 2018-04-16 4 C 0 563495 0.00 D Class B Common Stock 563495 0 I By Index Ventures Growth II (Jersey), L.P. Series D Preferred Stock 2018-04-16 4 C 0 40136 0.00 D Class B Common Stock 40136 0 I By Yucca (Jersey) SLP Series E Preferred Stock 2018-04-16 4 C 0 13303 0.00 D Class B Common Stock 13303 0 I See Footnotes Series F Preferred Stock 2018-04-16 4 C 0 15559 0.00 D Class B Common Stock 15559 0 I See Footnotes 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. Each share of the issuer's Series D Preferred Stock, Series E Preferred Stock, and Series F Preferred Stock automatically converted into 1 share of the issuer's Class B Common Stock immediately upon the closing of the issuer's IPO and has no expiration date. The Reporting Person is a partner within the Index Ventures group. Advisors within the Index Ventures group provide advice to Index Ventures Growth II (Jersey), L.P., Index Ventures Growth II Parallel Entrepreneur Fund (Jersey), L.P. and Yucca (Jersey) SLP (collectively, the "Index Funds"). The Reporting Person is involved in making recommendations to the Index Funds, but does not hold voting or dispositive power over the shares held by the Index Funds. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose. Of the shares reported, (a) 15,442 shares are held directly by Index Ventures Growth II Parallel Entrepreneur Fund (Jersey), L.P., and (b) 53,556 shares are held directly by Yucca (Jersey) SLP. Of the shares reported, (a) 7,121 shares are held directly by Index Ventures Growth II Parallel Entrepreneur Fund (Jersey), L.P., and (b) 6,182 shares are held directly by Yucca (Jersey) SLP. Of the shares reported, (a) 8,321 shares are held directly by Index Ventures Growth II Parallel Entrepreneur Fund (Jersey), L.P., and (b) 7,238 shares are held directly by Yucca (Jersey) SLP. /s/ Michelangelo Volpi 2018-04-16