SC 13G

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.     ) *

Zuora, Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

98983V 10 6

(CUSIP Number)

December 31, 2018

(Date of Event Which Requires Filing of This Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 98983V 10 6 13G

1.	Names of Reporting Persons   Tenaya Capital V, LP
2.	Check the Appropriate Box if a Member of a Group (see instructions)   (a)  ☐        (b)  ☒ (1)
3.	SEC USE ONLY
4.	Citizenship or Place of Organization   Delaware

Number of Shares   Beneficially   Owned by Each Reporting Person With:	5.	Sole Voting Power   0
	6.	Shared Voting Power   3,535,529 (2)
	7.	Sole Dispositive Power   0
	8.	Shared Dispositive Power   3,535,529 (2)

9.	Aggregate Amount Beneficially Owned by Each Reporting Person   3,535,529 (2)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)   ☐
11.	Percent of Class Represented by Amount in Row 9   4.8% (3)
12.	Type of Reporting Person (see instructions)   PN

(1) This statement on Schedule 13G is filed by Tenaya Capital V, LP, Tenaya Capital V-P, LP, Tenaya Capital V GP, LP, Tenaya Capital V GP, LLC, Messrs. Thomas Banahan, Benjamin Boyer, Stewart Gollmer, Brian Melton and Brian Paul (collectively, the “Reporting Persons”). These Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2) The shares are held directly by Tenaya Capital V, LP. Tenaya Capital V GP, LLC is the sole general partner of Tenaya Capital V GP, LP which serves as the sole general partner of Tenaya Capital V, LP. As such, Tenaya Capital V GP, LLC and Tenaya Capital V GP, LP possesses power to direct the voting and disposition of the shares owned by Tenaya Capital V, LP and may be deemed to have indirect beneficial ownership of the shares held by Tenaya Capital V, LP. Tenaya Capital V GP, LLC and Tenaya Capital V GP, LP own no securities of the Issuer directly. Messrs. Thomas Banahan, Benjamin Boyer, Stewart Gollmer, Brian Melton and Brian Paul are Managing Members of Tenaya Capital V GP, LLC. As such, Messrs. Thomas Banahan, Benjamin Boyer, Stewart Gollmer, Brian Melton and Brian Paul share power to direct the voting and disposition of the shares owned by Tenaya Capital V, LP and may be deemed to have indirect beneficial ownership of the shares held by Tenaya Capital V, LP. Messrs. Thomas Banahan, Benjamin Boyer, Stewart Gollmer, Brian Melton and Brian Paul own no securities of the Issuer directly.

(3) This beneficial ownership percentage is based on 73,181,559 shares of the Issuer’s Class A Common Stock outstanding as of November 30, 2018, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended October 31, 2018 filed with the SEC on December 13, 2018.

CUSIP No. 98983V 10 6 13G

1.	Names of Reporting Persons   Tenaya Capital V-P, LP
2.	Check the Appropriate Box if a Member of a Group (see instructions)   (a)  ☐        (b)  ☒ (1)
3.	SEC USE ONLY
4.	Citizenship or Place of Organization   Delaware

Number of Shares   Beneficially   Owned by Each Reporting Person With:	5.	Sole Voting Power   0
	6.	Shared Voting Power   975,708 (2)
	7.	Sole Dispositive Power   0
	8.	Shared Dispositive Power   975,708 (2)

9.	Aggregate Amount Beneficially Owned by Each Reporting Person   975,708 (2)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)   ☐
11.	Percent of Class Represented by Amount in Row 9   1.3% (3)
12.	Type of Reporting Person (see instructions)   PN

(1) This statement on Schedule 13G is filed by the Reporting Persons. These Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2) The shares are held directly by Tenaya Capital V-P, LP. Tenaya Capital V GP, LLC is the sole general partner of Tenaya Capital V GP, LP which serves as the sole general partner of Tenaya Capital V-P, LP. As such, Tenaya Capital V GP, LLC and Tenaya Capital V GP, LP possesses power to direct the voting and disposition of the shares owned by Tenaya Capital V-P, LP and may be deemed to have indirect beneficial ownership of the shares held by Tenaya Capital V-P, LP. Tenaya Capital V GP, LLC and Tenaya Capital V GP, LP own no securities of the Issuer directly. Messrs. Thomas Banahan, Benjamin Boyer, Stewart Gollmer, Brian Melton and Brian Paul are Managing Members of Tenaya Capital V GP, LLC. As such, Messrs. Thomas Banahan, Benjamin Boyer, Stewart Gollmer, Brian Melton and Brian Paul share power to direct the voting and disposition of the shares owned by Tenaya Capital V-P, LP and may be deemed to have indirect beneficial ownership of the shares held by Tenaya Capital V-P, LP. Messrs. Thomas Banahan, Benjamin Boyer, Stewart Gollmer, Brian Melton and Brian Paul own no securities of the Issuer directly.

(3) This beneficial ownership percentage is based on 73,181,559 shares of the Issuer’s Class A Common Stock outstanding as of November 30, 2018, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended October 31, 2018 filed with the SEC on December 13, 2018.

CUSIP No. 98983V 10 6 13G

1.	Names of Reporting Persons   Tenaya Capital V GP, LP
2.	Check the Appropriate Box if a Member of a Group (see instructions)   (a)  ☐        (b)  ☒ (1)
3.	SEC USE ONLY
4.	Citizenship or Place of Organization   Delaware

Number of Shares   Beneficially   Owned by Each Reporting Person With:	5.	Sole Voting Power   0
	6.	Shared Voting Power   4,511,237 (2)
	7.	Sole Dispositive Power   0
	8.	Shared Dispositive Power   4,511,237 (2)

9.	Aggregate Amount Beneficially Owned by Each Reporting Person   4,511,237 (2)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)   ☐
11.	Percent of Class Represented by Amount in Row 9   6.1% (3)
12.	Type of Reporting Person (see instructions)   PN

(1) This statement on Schedule 13G is filed by the Reporting Persons. These Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2) Consists of 3,535,529 shares of Class A Common Stock held directly by Tenaya Capital V, LP and 975,708 shares of Class A Common Stock held directly by Tenaya Capital V-P, LP. Tenaya Capital V GP, LLC is the sole general partner of Tenaya Capital V GP, LP which serves as the sole general partner of Tenaya Capital V, LP and Tenaya Capital V-P, LP. As such, Tenaya Capital V GP, LLC and Tenaya Capital V GP, LP possesses power to direct the voting and disposition of the shares owned by Tenaya Capital V, LP and Tenaya Capital V-P, LP and may be deemed to have indirect beneficial ownership of the shares held by Tenaya Capital V, LP and Tenaya Capital V-P, LP. Tenaya Capital V GP, LLC and Tenaya Capital V GP, LP own no securities of the Issuer directly. Messrs. Thomas Banahan, Benjamin Boyer, Stewart Gollmer, Brian Melton and Brian Paul are Managing Members of Tenaya Capital V GP, LLC. As such, Messrs. Thomas Banahan, Benjamin Boyer, Stewart Gollmer, Brian Melton and Brian Paul share power to direct the voting and disposition of the shares owned by Tenaya Capital V, LP and Tenaya Capital V-P, LP and may be deemed to have indirect beneficial ownership of the shares held by Tenaya Capital V, LP and Tenaya Capital V-P, LP. Messrs. Thomas Banahan, Benjamin Boyer, Stewart Gollmer, Brian Melton and Brian Paul own no securities of the Issuer directly.

(3) This beneficial ownership percentage is based on 73,181,559 shares of the Issuer’s Class A Common Stock outstanding as of November 30, 2018, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended October 31, 2018 filed with the SEC on December 13, 2018.

CUSIP No. 98983V 10 6 13G

1.	Names of Reporting Persons   Tenaya Capital V GP, LLC
2.	Check the Appropriate Box if a Member of a Group (see instructions)   (a)  ☐        (b)  ☒ (1)
3.	SEC USE ONLY
4.	Citizenship or Place of Organization   Delaware

Number of Shares   Beneficially   Owned by Each Reporting Person With:	5.	Sole Voting Power   0
	6.	Shared Voting Power   4,511,237 (2)
	7.	Sole Dispositive Power   0
	8.	Shared Dispositive Power   4,511,237 (2)

9.	Aggregate Amount Beneficially Owned by Each Reporting Person   4,511,237 (2)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)   ☐
11.	Percent of Class Represented by Amount in Row 9   6.1% (3)
12.	Type of Reporting Person (see instructions)   OO

(1) This statement on Schedule 13G is filed by the Reporting Persons. These Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2) Consists of 3,535,529 shares of Class A Common Stock held directly by Tenaya Capital V, LP and 975,708 shares of Class A Common Stock held directly by Tenaya Capital V-P, LP. Tenaya Capital V GP, LLC is the sole general partner of Tenaya Capital V GP, LP which serves as the sole general partner of Tenaya Capital V, LP and Tenaya Capital V-P, LP. As such, Tenaya Capital V GP, LLC and Tenaya Capital V GP, LP possesses power to direct the voting and disposition of the shares owned by Tenaya Capital V, LP and Tenaya Capital V-P, LP and may be deemed to have indirect beneficial ownership of the shares held by Tenaya Capital V, LP and Tenaya Capital V-P, LP. Tenaya Capital V GP, LLC and Tenaya Capital V GP, LP own no securities of the Issuer directly. Messrs. Thomas Banahan, Benjamin Boyer, Stewart Gollmer, Brian Melton and Brian Paul are Managing Members of Tenaya Capital V GP, LLC. As such, Messrs. Thomas Banahan, Benjamin Boyer, Stewart Gollmer, Brian Melton and Brian Paul share power to direct the voting and disposition of the shares owned by Tenaya Capital V, LP and Tenaya Capital V-P, LP and may be deemed to have indirect beneficial ownership of the shares held by Tenaya Capital V, LP and Tenaya Capital V-P, LP. Messrs. Thomas Banahan, Benjamin Boyer, Stewart Gollmer, Brian Melton and Brian Paul own no securities of the Issuer directly.

(3) This beneficial ownership percentage is based on 73,181,559 shares of the Issuer’s Class A Common Stock outstanding as of November 30, 2018, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended October 31, 2018 filed with the SEC on December 13, 2018.

CUSIP No. 98983V 10 6 13G

1.	Names of Reporting Persons   Thomas Banahan
2.	Check the Appropriate Box if a Member of a Group (see instructions)   (a)  ☐        (b)  ☒ (1)
3.	SEC USE ONLY
4.	Citizenship or Place of Organization   United States of America

Number of Shares   Beneficially   Owned by Each Reporting Person With:	5.	Sole Voting Power   0
	6.	Shared Voting Power   4,511,237 (2)
	7.	Sole Dispositive Power   0
	8.	Shared Dispositive Power   4,511,237 (2)

9.	Aggregate Amount Beneficially Owned by Each Reporting Person   4,511,237 (2)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)   ☐
11.	Percent of Class Represented by Amount in Row 9   6.1% (3)
12.	Type of Reporting Person (see instructions)   IN

(1) This statement on Schedule 13G is filed by the Reporting Persons. These Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2) Consists of 3,535,529 shares of Class A Common Stock held directly by Tenaya Capital V, LP and 975,708 shares of Class A Common Stock held directly by Tenaya Capital V-P, LP. Tenaya Capital V GP, LLC is the sole general partner of Tenaya Capital V GP, LP which serves as the sole general partner of Tenaya Capital V, LP and Tenaya Capital V-P, LP. As such, Tenaya Capital V GP, LLC and Tenaya Capital V GP, LP possesses power to direct the voting and disposition of the shares owned by Tenaya Capital V, LP and Tenaya Capital V-P, LP and may be deemed to have indirect beneficial ownership of the shares held by Tenaya Capital V, LP and Tenaya Capital V-P, LP. Tenaya Capital V GP, LLC and Tenaya Capital V GP, LP own no securities of the Issuer directly. Messrs. Thomas Banahan, Benjamin Boyer, Stewart Gollmer, Brian Melton and Brian Paul are Managing Members of Tenaya Capital V GP, LLC. As such, Messrs. Thomas Banahan, Benjamin Boyer, Stewart Gollmer, Brian Melton and Brian Paul share power to direct the voting and disposition of the shares owned by Tenaya Capital V, LP and Tenaya Capital V-P, LP and may be deemed to have indirect beneficial ownership of the shares held by Tenaya Capital V, LP and Tenaya Capital V-P, LP. Messrs. Thomas Banahan, Benjamin Boyer, Stewart Gollmer, Brian Melton and Brian Paul own no securities of the Issuer directly.

(3) This beneficial ownership percentage is based on 73,181,559 shares of the Issuer’s Class A Common Stock outstanding as of November 30, 2018, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended October 31, 2018 filed with the SEC on December 13, 2018.

CUSIP No. 98983V 10 6 13G

1.	Names of Reporting Persons   Benjamin Boyer
2.	Check the Appropriate Box if a Member of a Group (see instructions)   (a)  ☐        (b)  ☒ (1)
3.	SEC USE ONLY
4.	Citizenship or Place of Organization   United States of America

Number of Shares   Beneficially   Owned by Each Reporting Person With:	5.	Sole Voting Power   0
	6.	Shared Voting Power   4,511,237 (2)
	7.	Sole Dispositive Power   0
	8.	Shared Dispositive Power   4,511,237 (2)

9.	Aggregate Amount Beneficially Owned by Each Reporting Person   4,511,237 (2)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)   ☐
11.	Percent of Class Represented by Amount in Row 9   6.1% (3)
12.	Type of Reporting Person (see instructions)   IN

(1) This statement on Schedule 13G is filed by the Reporting Persons. These Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2) Consists of 3,535,529 shares of Class A Common Stock held directly by Tenaya Capital V, LP and 975,708 shares of Class A Common Stock held directly by Tenaya Capital V-P, LP. Tenaya Capital V GP, LLC is the sole general partner of Tenaya Capital V GP, LP which serves as the sole general partner of Tenaya Capital V, LP and Tenaya Capital V-P, LP. As such, Tenaya Capital V GP, LLC and Tenaya Capital V GP, LP possesses power to direct the voting and disposition of the shares owned by Tenaya Capital V, LP and Tenaya Capital V-P, LP and may be deemed to have indirect beneficial ownership of the shares held by Tenaya Capital V, LP and Tenaya Capital V-P, LP. Tenaya Capital V GP, LLC and Tenaya Capital V GP, LP own no securities of the Issuer directly. Messrs. Thomas Banahan, Benjamin Boyer, Stewart Gollmer, Brian Melton and Brian Paul are Managing Members of Tenaya Capital V GP, LLC. As such, Messrs. Thomas Banahan, Benjamin Boyer, Stewart Gollmer, Brian Melton and Brian Paul share power to direct the voting and disposition of the shares owned by Tenaya Capital V, LP and Tenaya Capital V-P, LP and may be deemed to have indirect beneficial ownership of the shares held by Tenaya Capital V, LP and Tenaya Capital V-P, LP. Messrs. Thomas Banahan, Benjamin Boyer, Stewart Gollmer, Brian Melton and Brian Paul own no securities of the Issuer directly.

(3) This beneficial ownership percentage is based on 73,181,559 shares of the Issuer’s Class A Common Stock outstanding as of November 30, 2018, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended October 31, 2018 filed with the SEC on December 13, 2018.

CUSIP No. 98983V 10 6 13G

1.	Names of Reporting Persons   Stewart Gollmer
2.	Check the Appropriate Box if a Member of a Group (see instructions)   (a)  ☐        (b)  ☒ (1)
3.	SEC USE ONLY
4.	Citizenship or Place of Organization   United States of America

Number of Shares   Beneficially   Owned by Each Reporting Person With:	5.	Sole Voting Power   0
	6.	Shared Voting Power   4,511,237 (2)
	7.	Sole Dispositive Power   0
	8.	Shared Dispositive Power   4,511,237 (2)

9.	Aggregate Amount Beneficially Owned by Each Reporting Person   4,511,237 (2)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)   ☐
11.	Percent of Class Represented by Amount in Row 9   6.1% (3)
12.	Type of Reporting Person (see instructions)   IN

(1) This statement on Schedule 13G is filed by the Reporting Persons. These Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2) Consists of 3,535,529 shares of Class A Common Stock held directly by Tenaya Capital V, LP and 975,708 shares of Class A Common Stock held directly by Tenaya Capital V-P, LP. Tenaya Capital V GP, LLC is the sole general partner of Tenaya Capital V GP, LP which serves as the sole general partner of Tenaya Capital V, LP and Tenaya Capital V-P, LP. As such, Tenaya Capital V GP, LLC and Tenaya Capital V GP, LP possesses power to direct the voting and disposition of the shares owned by Tenaya Capital V, LP and Tenaya Capital V-P, LP and may be deemed to have indirect beneficial ownership of the shares held by Tenaya Capital V, LP and Tenaya Capital V-P, LP. Tenaya Capital V GP, LLC and Tenaya Capital V GP, LP own no securities of the Issuer directly. Messrs. Thomas Banahan, Benjamin Boyer, Stewart Gollmer, Brian Melton and Brian Paul are Managing Members of Tenaya Capital V GP, LLC. As such, Messrs. Thomas Banahan, Benjamin Boyer, Stewart Gollmer, Brian Melton and Brian Paul share power to direct the voting and disposition of the shares owned by Tenaya Capital V, LP and Tenaya Capital V-P, LP and may be deemed to have indirect beneficial ownership of the shares held by Tenaya Capital V, LP and Tenaya Capital V-P, LP. Messrs. Thomas Banahan, Benjamin Boyer, Stewart Gollmer, Brian Melton and Brian Paul own no securities of the Issuer directly.

(3) This beneficial ownership percentage is based on 73,181,559 shares of the Issuer’s Class A Common Stock outstanding as of November 30, 2018, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended October 31, 2018 filed with the SEC on December 13, 2018.

CUSIP No. 98983V 10 6 13G

1.	Names of Reporting Persons   Brian Melton
2.	Check the Appropriate Box if a Member of a Group (see instructions)   (a)  ☐        (b)  ☒ (1)
3.	SEC USE ONLY
4.	Citizenship or Place of Organization   United States of America

Number of Shares   Beneficially   Owned by Each Reporting Person With:	5.	Sole Voting Power   0
	6.	Shared Voting Power   4,511,237 (2)
	7.	Sole Dispositive Power   0
	8.	Shared Dispositive Power   4,511,237 (2)

9.	Aggregate Amount Beneficially Owned by Each Reporting Person   4,511,237 (2)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)   ☐
11.	Percent of Class Represented by Amount in Row 9   6.1% (3)
12.	Type of Reporting Person (see instructions)   IN

(1) This statement on Schedule 13G is filed by the Reporting Persons. These Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2) Consists of 3,535,529 shares of Class A Common Stock held directly by Tenaya Capital V, LP and 975,708 shares of Class A Common Stock held directly by Tenaya Capital V-P, LP. Tenaya Capital V GP, LLC is the sole general partner of Tenaya Capital V GP, LP which serves as the sole general partner of Tenaya Capital V, LP and Tenaya Capital V-P, LP. As such, Tenaya Capital V GP, LLC and Tenaya Capital V GP, LP possesses power to direct the voting and disposition of the shares owned by Tenaya Capital V, LP and Tenaya Capital V-P, LP and may be deemed to have indirect beneficial ownership of the shares held by Tenaya Capital V, LP and Tenaya Capital V-P, LP. Tenaya Capital V GP, LLC and Tenaya Capital V GP, LP own no securities of the Issuer directly. Messrs. Thomas Banahan, Benjamin Boyer, Stewart Gollmer, Brian Melton and Brian Paul are Managing Members of Tenaya Capital V GP, LLC. As such, Messrs. Thomas Banahan, Benjamin Boyer, Stewart Gollmer, Brian Melton and Brian Paul share power to direct the voting and disposition of the shares owned by Tenaya Capital V, LP and Tenaya Capital V-P, LP and may be deemed to have indirect beneficial ownership of the shares held by Tenaya Capital V, LP and Tenaya Capital V-P, LP. Messrs. Thomas Banahan, Benjamin Boyer, Stewart Gollmer, Brian Melton and Brian Paul own no securities of the Issuer directly.

(3) This beneficial ownership percentage is based on 73,181,559 shares of the Issuer’s Class A Common Stock outstanding as of November 30, 2018, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended October 31, 2018 filed with the SEC on December 13, 2018.

CUSIP No. 98983V 10 6 13G

1.	Names of Reporting Persons   Brian Paul
2.	Check the Appropriate Box if a Member of a Group (see instructions)   (a)  ☐        (b)  ☒ (1)
3.	SEC USE ONLY
4.	Citizenship or Place of Organization   United States of America

Number of Shares   Beneficially   Owned by Each Reporting Person With:	5.	Sole Voting Power   0
	6.	Shared Voting Power   4,511,237 (2)
	7.	Sole Dispositive Power   0
	8.	Shared Dispositive Power   4,511,237 (2)

9.	Aggregate Amount Beneficially Owned by Each Reporting Person   4,511,237 (2)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)   ☐
11.	Percent of Class Represented by Amount in Row 9   6.1% (3)
12.	Type of Reporting Person (see instructions)   IN

(1) This statement on Schedule 13G is filed by the Reporting Persons. These Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2) Consists of 3,535,529 shares of Class A Common Stock held directly by Tenaya Capital V, LP and 975,708 shares of Class A Common Stock held directly by Tenaya Capital V-P, LP. Tenaya Capital V GP, LLC is the sole general partner of Tenaya Capital V GP, LP which serves as the sole general partner of Tenaya Capital V, LP and Tenaya Capital V-P, LP. As such, Tenaya Capital V GP, LLC and Tenaya Capital V GP, LP possesses power to direct the voting and disposition of the shares owned by Tenaya Capital V, LP and Tenaya Capital V-P, LP and may be deemed to have indirect beneficial ownership of the shares held by Tenaya Capital V, LP and Tenaya Capital V-P, LP. Tenaya Capital V GP, LLC and Tenaya Capital V GP, LP own no securities of the Issuer directly. Messrs. Thomas Banahan, Benjamin Boyer, Stewart Gollmer, Brian Melton and Brian Paul are Managing Members of Tenaya Capital V GP, LLC. As such, Messrs. Thomas Banahan, Benjamin Boyer, Stewart Gollmer, Brian Melton and Brian Paul share power to direct the voting and disposition of the shares owned by Tenaya Capital V, LP and Tenaya Capital V-P, LP and may be deemed to have indirect beneficial ownership of the shares held by Tenaya Capital V, LP and Tenaya Capital V-P, LP. Messrs. Thomas Banahan, Benjamin Boyer, Stewart Gollmer, Brian Melton and Brian Paul own no securities of the Issuer directly.

(3) This beneficial ownership percentage is based on 73,181,559 shares of the Issuer’s Class A Common Stock outstanding as of November 30, 2018, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended October 31, 2018 filed with the SEC on December 13, 2018.

Introductory Note: This statement on Schedule 13G is filed on behalf of the Reporting Persons, in respect of shares of Class A Common Stock of Zuora, Inc., a Delaware corporation (the “Issuer”).

Item 1(a). Name of Issuer:

Item 1(b). Address of Issuer’s Principal Executive Officers:

Zuora, Inc.

3050 South Delaware Street, Suite 301

San Mateo, California 94403

United States of America

Item 2(a). Name of Person(s) Filing:

Tenaya Capital V, LP

Tenaya Capital V-P, LP

Tenaya Capital V GP, LP

Tenaya Capital V GP, LLC

Thomas Banahan

Benjamin Boyer

Stewart Gollmer

Brian Melton

Brian Paul

Item 2(b). Address of Principal Business Office:

Tenaya Capital

3280 Alpine Road

Portola Valley, California 94028

United States of America

Item 2(c). Citizenship:

Tenaya Capital V, LP	Delaware
Tenaya Capital V-P, LP	Delaware
Tenaya Capital V GP, LP	Delaware
Tenaya Capital V GP, LLC	Delaware
Thomas Banahan	United States of America
Benjamin Boyer	United States of America
Stewart Gollmer	United States of America
Brian Melton	United States of America
Brian Paul	United States of America

Item 2(d). Title of Class of Securities:

Class A Common Stock

Item 2(e). CUSIP Number:

98983V 10 6

Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

Not applicable.

Item 4(a). Amount Beneficially Owned:

Item 4(b). Percent of Class:

Item 4(c). Number of shares as to which such persons have:

The following information with respect to the ownership of the Common Stock by the Reporting Persons filing This statement on Schedule 13G is provided as of December 31, 2018:

Reporting Persons	Shares of Class A Common Stock Held Directly (1)		Shared Voting Power		Shared Dispositive Power		Beneficial Ownership		Percentage of Class (3)
Tenaya Capital V, LP		3,535,529		3,535,529		3,535,529		3,535,529		4.8	%
Tenaya Capital V-P, LP		975,708		975,708		975,708		975,708		1.3	%
Tenaya Capital V GP, LP (2)		0		4,511,237		4,511,237		4,511,237		6.1	%
Tenaya Capital V GP, LLC (2)		0		4,511,237		4,511,237		4,511,237		6.1	%
Thomas Banahan (2)		0		4,511,237		4,511,237		4,511,237		6.1	%
Benjamin Boyer (2)		0		4,511,237		4,511,237		4,511,237		6.1	%
Stewart Gollmer (2)		0		4,511,237		4,511,237		4,511,237		6.1	%
Brian Melton (2)		0		4,511,237		4,511,237		4,511,237		6.1	%
Brian Paul (2)		0		4,511,237		4,511,237		4,511,237		6.1	%

(1) Represents the number of shares of Class A Common Stock held by the Reporting Person as of December 31, 2018.

(2) Tenaya Capital V GP, LLC is the sole general partner of Tenaya Capital V GP, LP which serves as the sole general partner of Tenaya Capital V, LP and Tenaya Capital V-P, LP. As such, Tenaya Capital V GP, LLC and Tenaya Capital V GP, LP possesses power to direct the voting and disposition of the shares owned by Tenaya Capital V, LP and Tenaya Capital V-P, LP and may be deemed to have indirect beneficial ownership of the shares held by Tenaya Capital V, LP and Tenaya Capital V-P, LP. Tenaya Capital V GP, LLC and Tenaya Capital V GP, LP own no securities of the Issuer directly. Messrs. Thomas Banahan, Benjamin Boyer, Stewart Gollmer, Brian Melton and Brian Paul are Managing Members of Tenaya Capital V GP, LLC. As such, Messrs. Thomas Banahan, Benjamin Boyer, Stewart Gollmer, Brian Melton and Brian Paul share power to direct the voting and disposition of the shares owned by Tenaya Capital V, LP and Tenaya Capital V-P, LP and may be deemed to have indirect beneficial ownership of the shares held by Tenaya Capital V, LP and Tenaya Capital V-P, LP. Messrs. Thomas Banahan, Benjamin Boyer, Stewart Gollmer, Brian Melton and Brian Paul own no securities of the Issuer directly.

(3) This beneficial ownership percentage is based on 73,181,559 shares of the Issuer’s Class A Common Stock outstanding as of November 30, 2018, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended October 31, 2018 filed with the SEC on December 13, 2018.

Item 5. Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of the date hereof, the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☐

Item 6. Ownership of More Than Five Percent on Behalf of Another Person:

Not applicable.

Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company:

Not applicable.

Item 8. Identification and Classification of Members of the Group:

Not applicable.

Item 9. Notice of Dissolution of Group:

Not applicable.

Item 10. Certification:

Not applicable.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 11, 2019

TENAYA CAPITAL V, LP		/s/ Dorian A. Merritt
By:	Tenaya Capital V GP, LP	Thomas Banahan by Dorian A. Merritt as Attorney-in-fact
Its:	General Partner
By:	Tenaya Capital V GP, LLC
Its:	General Partner
By:	/s/ Dorian A. Merritt	/s/ Dorian A. Merritt
	Dorian A. Merritt as Attorney-in-fact	Benjamin Boyer by Dorian A. Merritt as Attorney-in-fact
TENAYA CAPITAL V-P, LP		/s/ Dorian A. Merritt
By:	Tenaya Capital V GP, LP	Stewart Gollmer by Dorian A. Merritt as Attorney-in-fact
Its:	General Partner
By:	Tenaya Capital V GP, LLC
Its:	General Partner
By:	/s/ Dorian A. Merritt	/s/ Dorian A. Merritt
	Dorian A. Merritt as Attorney-in-fact	Brian Melton by Dorian A. Merritt as Attorney-in-fact
TENAYA CAPITAL V GP, LP		/s/ Dorian A. Merritt
By:	Tenaya Capital V GP, LLC	Brian Paul by Dorian A. Merritt as Attorney-in-fact
Its:	General Partner
By:	/s/ Dorian A. Merritt
	Dorian A. Merritt as Attorney-in-fact
TENAYA CAPITAL V GP, LLC
By:	/s/ Dorian A. Merritt
	Dorian A. Merritt as Attorney-in-fact

Exhibit(s):

Exhibit 99.1:	Joint Filing Statement
Exhibit 99.2:	Power of Attorney

EX-99.1

EXHIBIT 99.1

JOINT FILING STATEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed on behalf of each of us with respect to the ownership by each of the undersigned of the shares of Class A Common Stock of Zuora, Inc.

Dated: February 11, 2019

TENAYA CAPITAL V, LP		/s/ Dorian A. Merritt
By:	Tenaya Capital V GP, LP	Thomas Banahan by Dorian A. Merritt as Attorney-in-fact
Its:	General Partner
By:	Tenaya Capital V GP, LLC
Its:	General Partner
By:	/s/ Dorian A. Merritt	/s/ Dorian A. Merritt
	Dorian A. Merritt as Attorney-in-fact	Benjamin Boyer by Dorian A. Merritt as Attorney-in-fact
TENAYA CAPITAL V-P, LP		/s/ Dorian A. Merritt
By:	Tenaya Capital V GP, LP	Stewart Gollmer by Dorian A. Merritt as Attorney-in-fact
Its:	General Partner
By:	Tenaya Capital V GP, LLC
Its:	General Partner
By:	/s/ Dorian A. Merritt	/s/ Dorian A. Merritt
	Dorian A. Merritt as Attorney-in-fact	Brian Melton by Dorian A. Merritt as Attorney-in-fact
TENAYA CAPITAL V GP, LP		/s/ Dorian A. Merritt
By:	Tenaya Capital V GP, LLC	Brian Paul by Dorian A. Merritt as Attorney-in-fact
Its:	General Partner
By:	/s/ Dorian A. Merritt
	Dorian A. Merritt as Attorney-in-fact
TENAYA CAPITAL V GP, LLC
By:	/s/ Dorian A. Merritt
	Dorian A. Merritt as Attorney-in-fact

EX-99.2

EXHIBIT 99.2

POWER OF ATTORNEY

POWER OF ATTORNEY

(FOR EXECUTING FORM ID, FORMS 3, 4 AND 5 AND SCHEDULES 13D AND 13G)

Know all by these presents, that the undersigned hereby constitutes and appoints Dorian A. Merritt the undersigned’s true and lawful attorney-in-fact and agent to:

(1) prepare, execute and file in the undersigned’s name and on the undersigned’s behalf, and submit to the United States Securities and Exchange Commission (the “Commission”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the Commission of reports required by Section 13(d) and Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or any rules or regulations promulgated thereunder;

(2) prepare, execute and file, for and on behalf of the undersigned with respect to holdings of, and transactions in, securities acquired from time to time by the undersigned or by investment funds or other entities affiliated with the Tenaya Capital organization, any and all documents and filings that are required or advisable to be made with the Commission, any stock exchange or similar authority, under the Exchange Act, including without limitation (a) any Joint Filing Agreement under Rule 13d-1(k) of the Exchange Act (or any successor provision thereunder), Schedule 13D and Schedule 13G (or any successor schedules or forms adopted under the Exchange Act) and any amendments thereto in accordance with Section 13 of the Exchange Act and the rules thereunder, and (b) Forms 3, 4 and 5 and any amendments thereto in accordance with Section 16(a) of the Exchange Act and the rules thereunder;

(3) do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute such schedules and forms, complete and execute any amendment or amendments thereto, and timely file such schedules, forms or amendments with the Commission and any stock exchange or similar authority; and

(4) take any other action of any nature whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is any other entity affiliated with the Tenaya Capital organization assuming, any of the undersigned’s responsibilities to comply with Sections 13 and 16 of the Exchange Act, including without limitation Sections 13 and 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned is no longer required, and there is no possibility that the undersigned would in the future be required, to file any form or document with respect to the undersigned’s holdings of and transactions in securities issued by any company, (b) revocation by the undersigned in a signed writing delivered to the foregoing attorney-in-fact or (c) such attorney-in-fact shall no longer be employed by Tenaya Capital or its affiliates.

I hereby declare that any act or thing lawfully done hereunder by the foregoing attorney-in-fact shall be binding on the undersigned as if done by myself.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of February 11, 2019.

TENAYA CAPITAL V, LP
By:	Tenaya Capital V GP, LP
Its:	General Partner
By:	Tenaya Capital V GP, LLC
Its:	General Partner
By:	/s/ Thomas Banahan
	Thomas Banahan
TENAYA CAPITAL V-P, LP
By:	Tenaya Capital V GP, LP
Its:	General Partner
By:	Tenaya Capital V GP, LLC
Its:	General Partner
By:	/s/ Thomas Banahan
	Thomas Banahan
TENAYA CAPITAL V GP, LP
By:	Tenaya Capital V GP, LLC
Its:	General Partner
By:	/s/ Thomas Banahan
	Thomas Banahan
TENAYA CAPITAL V GP, LLC
By:	/s/ Thomas Banahan
	Thomas Banahan

POWER OF ATTORNEY

(FOR EXECUTING FORM ID, FORMS 3, 4 AND 5 AND SCHEDULES 13D AND 13G)

Know all by these presents, that the undersigned hereby constitutes and appoints Dorian A. Merritt the undersigned’s true and lawful attorney-in-fact and agent to:

(1) prepare, execute and file in the undersigned’s name and on the undersigned’s behalf, and submit to the United States Securities and Exchange Commission (the “Commission”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the Commission of reports required by Section 13(d) and Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or any rules or regulations promulgated thereunder;

(2) prepare, execute and file, for and on behalf of the undersigned with respect to holdings of, and transactions in, securities acquired from time to time by the undersigned or by investment funds or other entities affiliated with the Tenaya Capital organization, any and all documents and filings that are required or advisable to be made with the Commission, any stock exchange or similar authority, under the Exchange Act, including without limitation (a) any Joint Filing Agreement under Rule 13d-1(k) of the Exchange Act (or any successor provision thereunder), Schedule 13D and Schedule 13G (or any successor schedules or forms adopted under the Exchange Act) and any amendments thereto in accordance with Section 13 of the Exchange Act and the rules thereunder, and (b) Forms 3, 4 and 5 and any amendments thereto in accordance with Section 16(a) of the Exchange Act and the rules thereunder;

(3) do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute such schedules and forms, complete and execute any amendment or amendments thereto, and timely file such schedules, forms or amendments with the Commission and any stock exchange or similar authority; and

(4) take any other action of any nature whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is any other entity affiliated with the Tenaya Capital organization assuming, any of the undersigned’s responsibilities to comply with Sections 13 and 16 of the Exchange Act, including without limitation Sections 13 and 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned is no longer required, and there is no possibility that the undersigned would in the future be required, to file any form or document with respect to the undersigned’s holdings of and transactions in securities issued by any company, (b) revocation by the undersigned in a signed writing delivered to the foregoing attorney-in-fact or (c) such attorney-in-fact shall no longer be employed by Tenaya Capital or its affiliates.

I hereby declare that any act or thing lawfully done hereunder by the foregoing attorney-in-fact shall be binding on the undersigned as if done by myself.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of February 11, 2019.

/s/ Thomas Banahan

Thomas Banahan

POWER OF ATTORNEY

(FOR EXECUTING FORM ID, FORMS 3, 4 AND 5 AND SCHEDULES 13D AND 13G)

Know all by these presents, that the undersigned hereby constitutes and appoints Dorian A. Merritt the undersigned’s true and lawful attorney-in-fact and agent to:

(1) prepare, execute and file in the undersigned’s name and on the undersigned’s behalf, and submit to the United States Securities and Exchange Commission (the “Commission”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the Commission of reports required by Section 13(d) and Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or any rules or regulations promulgated thereunder;

(2) prepare, execute and file, for and on behalf of the undersigned with respect to holdings of, and transactions in, securities acquired from time to time by the undersigned or by investment funds or other entities affiliated with the Tenaya Capital organization, any and all documents and filings that are required or advisable to be made with the Commission, any stock exchange or similar authority, under the Exchange Act, including without limitation (a) any Joint Filing Agreement under Rule 13d-1(k) of the Exchange Act (or any successor provision thereunder), Schedule 13D and Schedule 13G (or any successor schedules or forms adopted under the Exchange Act) and any amendments thereto in accordance with Section 13 of the Exchange Act and the rules thereunder, and (b) Forms 3, 4 and 5 and any amendments thereto in accordance with Section 16(a) of the Exchange Act and the rules thereunder;

(3) do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute such schedules and forms, complete and execute any amendment or amendments thereto, and timely file such schedules, forms or amendments with the Commission and any stock exchange or similar authority; and

(4) take any other action of any nature whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is any other entity affiliated with the Tenaya Capital organization assuming, any of the undersigned’s responsibilities to comply with Sections 13 and 16 of the Exchange Act, including without limitation Sections 13 and 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned is no longer required, and there is no possibility that the undersigned would in the future be required, to file any form or document with respect to the undersigned’s holdings of and transactions in securities issued by any company, (b) revocation by the undersigned in a signed writing delivered to the foregoing attorney-in-fact or (c) such attorney-in-fact shall no longer be employed by Tenaya Capital or its affiliates.

I hereby declare that any act or thing lawfully done hereunder by the foregoing attorney-in-fact shall be binding on the undersigned as if done by myself.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of February 11, 2019.

/s/ Benjamin Boyer

Benjamin Boyer

POWER OF ATTORNEY

(FOR EXECUTING FORM ID, FORMS 3, 4 AND 5 AND SCHEDULES 13D AND 13G)

Know all by these presents, that the undersigned hereby constitutes and appoints Dorian A. Merritt the undersigned’s true and lawful attorney-in-fact and agent to:

(1) prepare, execute and file in the undersigned’s name and on the undersigned’s behalf, and submit to the United States Securities and Exchange Commission (the “Commission”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the Commission of reports required by Section 13(d) and Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or any rules or regulations promulgated thereunder;

(2) prepare, execute and file, for and on behalf of the undersigned with respect to holdings of, and transactions in, securities acquired from time to time by the undersigned or by investment funds or other entities affiliated with the Tenaya Capital organization, any and all documents and filings that are required or advisable to be made with the Commission, any stock exchange or similar authority, under the Exchange Act, including without limitation (a) any Joint Filing Agreement under Rule 13d-1(k) of the Exchange Act (or any successor provision thereunder), Schedule 13D and Schedule 13G (or any successor schedules or forms adopted under the Exchange Act) and any amendments thereto in accordance with Section 13 of the Exchange Act and the rules thereunder, and (b) Forms 3, 4 and 5 and any amendments thereto in accordance with Section 16(a) of the Exchange Act and the rules thereunder;

(3) do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute such schedules and forms, complete and execute any amendment or amendments thereto, and timely file such schedules, forms or amendments with the Commission and any stock exchange or similar authority; and

(4) take any other action of any nature whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is any other entity affiliated with the Tenaya Capital organization assuming, any of the undersigned’s responsibilities to comply with Sections 13 and 16 of the Exchange Act, including without limitation Sections 13 and 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned is no longer required, and there is no possibility that the undersigned would in the future be required, to file any form or document with respect to the undersigned’s holdings of and transactions in securities issued by any company, (b) revocation by the undersigned in a signed writing delivered to the foregoing attorney-in-fact or (c) such attorney-in-fact shall no longer be employed by Tenaya Capital or its affiliates.

I hereby declare that any act or thing lawfully done hereunder by the foregoing attorney-in-fact shall be binding on the undersigned as if done by myself.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of February 11, 2019.

/s/ Stewart Gollmer

Stewart Gollmer

POWER OF ATTORNEY

(FOR EXECUTING FORM ID, FORMS 3, 4 AND 5 AND SCHEDULES 13D AND 13G)

Know all by these presents, that the undersigned hereby constitutes and appoints Dorian A. Merritt the undersigned’s true and lawful attorney-in-fact and agent to:

(1) prepare, execute and file in the undersigned’s name and on the undersigned’s behalf, and submit to the United States Securities and Exchange Commission (the “Commission”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the Commission of reports required by Section 13(d) and Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or any rules or regulations promulgated thereunder;

(2) prepare, execute and file, for and on behalf of the undersigned with respect to holdings of, and transactions in, securities acquired from time to time by the undersigned or by investment funds or other entities affiliated with the Tenaya Capital organization, any and all documents and filings that are required or advisable to be made with the Commission, any stock exchange or similar authority, under the Exchange Act, including without limitation (a) any Joint Filing Agreement under Rule 13d-1(k) of the Exchange Act (or any successor provision thereunder), Schedule 13D and Schedule 13G (or any successor schedules or forms adopted under the Exchange Act) and any amendments thereto in accordance with Section 13 of the Exchange Act and the rules thereunder, and (b) Forms 3, 4 and 5 and any amendments thereto in accordance with Section 16(a) of the Exchange Act and the rules thereunder;

(3) do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute such schedules and forms, complete and execute any amendment or amendments thereto, and timely file such schedules, forms or amendments with the Commission and any stock exchange or similar authority; and

(4) take any other action of any nature whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is any other entity affiliated with the Tenaya Capital organization assuming, any of the undersigned’s responsibilities to comply with Sections 13 and 16 of the Exchange Act, including without limitation Sections 13 and 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned is no longer required, and there is no possibility that the undersigned would in the future be required, to file any form or document with respect to the undersigned’s holdings of and transactions in securities issued by any company, (b) revocation by the undersigned in a signed writing delivered to the foregoing attorney-in-fact or (c) such attorney-in-fact shall no longer be employed by Tenaya Capital or its affiliates.

I hereby declare that any act or thing lawfully done hereunder by the foregoing attorney-in-fact shall be binding on the undersigned as if done by myself.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of February 11, 2019.

/s/ Brian Melton

Brian Melton

POWER OF ATTORNEY

(FOR EXECUTING FORM ID, FORMS 3, 4 AND 5 AND SCHEDULES 13D AND 13G)

Know all by these presents, that the undersigned hereby constitutes and appoints Dorian A. Merritt the undersigned’s true and lawful attorney-in-fact and agent to:

(1) prepare, execute and file in the undersigned’s name and on the undersigned’s behalf, and submit to the United States Securities and Exchange Commission (the “Commission”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the Commission of reports required by Section 13(d) and Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or any rules or regulations promulgated thereunder;

(2) prepare, execute and file, for and on behalf of the undersigned with respect to holdings of, and transactions in, securities acquired from time to time by the undersigned or by investment funds or other entities affiliated with the Tenaya Capital organization, any and all documents and filings that are required or advisable to be made with the Commission, any stock exchange or similar authority, under the Exchange Act, including without limitation (a) any Joint Filing Agreement under Rule 13d-1(k) of the Exchange Act (or any successor provision thereunder), Schedule 13D and Schedule 13G (or any successor schedules or forms adopted under the Exchange Act) and any amendments thereto in accordance with Section 13 of the Exchange Act and the rules thereunder, and (b) Forms 3, 4 and 5 and any amendments thereto in accordance with Section 16(a) of the Exchange Act and the rules thereunder;

(3) do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute such schedules and forms, complete and execute any amendment or amendments thereto, and timely file such schedules, forms or amendments with the Commission and any stock exchange or similar authority; and

(4) take any other action of any nature whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is any other entity affiliated with the Tenaya Capital organization assuming, any of the undersigned’s responsibilities to comply with Sections 13 and 16 of the Exchange Act, including without limitation Sections 13 and 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned is no longer required, and there is no possibility that the undersigned would in the future be required, to file any form or document with respect to the undersigned’s holdings of and transactions in securities issued by any company, (b) revocation by the undersigned in a signed writing delivered to the foregoing attorney-in-fact or (c) such attorney-in-fact shall no longer be employed by Tenaya Capital or its affiliates.

I hereby declare that any act or thing lawfully done hereunder by the foregoing attorney-in-fact shall be binding on the undersigned as if done by myself.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of February 11, 2019.

/s/ Brian Paul

Brian Paul