X0306 4 2019-04-01 1 0001423774 ZUORA INC ZUO 0001511025 Benchmark Capital Management Co. V, L.L.C. 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001297648 Benchmark Capital Partners V L P 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001310196 BENCHMARK FOUNDERS FUND V LP 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001310487 Benchmark Founders Fund V-A LP 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001310489 Benchmark Founders Fund V-B LP 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 Class A Common Stock 2019-04-01 4 C 0 2564431 0.00 A 2564431 I See footnote Class A Common Stock 2019-04-01 4 J 0 2564431 0.00 D 0 I See footnote Class B Common Stock 2019-04-01 4 C 0 2564431 0.00 D Class A Common Stock 2564431 5128862 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. 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, as Managing Member of Benchmark Capital Management Co. V, L.L.C. 2019-04-03 /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. 2019-04-03 /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. 2019-04-03 /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. 2019-04-03 /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. 2019-04-03