X0306 4 2019-12-09 0 0001423774 ZUORA INC ZUO 0001201583 HALEY TIMOTHY M 3000 SAND HILL ROAD BUILDING 2, SUITE 290 MENLO PARK CA 94025 1 0 0 0 Class A Common Stock 2019-12-09 4 C 0 1452156 0.00 A 1452156 I By Redpoint Omega, L.P. Class A Common Stock 2019-12-09 4 C 0 41064 0.00 A 41064 I By Redpoint Omega Associates, LLC Class A Common Stock 2019-12-09 4 J 0 1452156 0.00 D 0 I By Redpoint Omega, L.P. Class A Common Stock 2019-12-09 4 J 0 41064 0.00 D 0 I By Redpoint Omega Associates, LLC Class A Common Stock 2019-12-09 4 J 0 373930 0.00 A 373930 I By Redpoint Omega, LLC Class A Common Stock 2019-12-09 4 J 0 373930 0.00 D 0 I By Redpoint Omega, LLC Class A Common Stock 2019-12-09 4 J 0 50029 0.00 A 150083 I By Haley-McGourty Family Trust U/D/T 9/27/96 Class A Common Stock 2019-12-09 4 J 0 11270 0.00 A 33808 I By Haley-McGourty Partners Class B Common Stock 0.00 2019-12-09 4 C 0 1452156 0.00 D Class A Common Stock 1452156 1452156 I By Redpoint Omega, L.P. Class B Common Stock 0.00 2019-12-09 4 C 0 41064 0.00 D Class A Common Stock 41064 41064 I By Redpoint Omega Associates, LLC These shares are owned directly by Redpoint Omega, L.P., of which Redpoint Omega, LLC serves as the sole general partner and exercises voting and investment power over these shares. The reporting person disclaims beneficial ownership of these securities, except to the extent of his proportionate 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. These shares are owned directly by Redpoint Omega Associates, LLC which is under common control with Redpoint Omega, LLC. The reporting person disclaims beneficial ownership of these securities, except to the extent of his proportionate 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. Represents a pro rata in kind distribution without consideration by Redpoint Omega, L.P. to its partners, including its general partner, Redpoint Omega, LLC. Represents a pro rata in kind distribution without consideration by Redpoint Omega Associates, LLC to its members and managers. Represents the receipt of shares in the pro rata in kind distribution of Class A Common Stock of the Issuer by Redpoint Omega, L.P. described in footnote 3. Represents a pro rata in kind distribution of Class A Common Stock of the Issuer by Redpoint Omega, LLC without consideration to its members. Represents a change in the form of ownership from one form of indirect ownership to another by virtue of the receipt of (i) 45,078 shares in the pro rata in kind distribution of Class A Common Stock of the Issuer by Redpoint Omega, LLC described in footnote 5, and (ii) 4,951 shares in the pro rata in kind distribution of Class A Common Stock of the Issuer by Redpoint Omega Associates, LLC described in footnote 4. The shares are held by the Haley-McGourty Family Trust U/D/T 9/27/96 (the "Trust"). The reporting person is a trustee of the Trust. The reporting person disclaims beneficial ownership of the shares held by the Trust except to the extent of his proportionate pecuniary interest therein. Represents a change in the form of ownership from one form of indirect ownership to another by virtue of the receipt of shares in the pro rata in kind distribution of Class A Common Stock of the Issuer by Redpoint Omega, LLC described in footnote 5. The shares are held by Haley-McGourty Partners ("H-M Partners"). The reporting person is a general partner of H-M Partners. The reporting person disclaims beneficial ownership of the shares held by H-M Partners except to the extent of his proportionate pecuniary interest therein. 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, 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. /s/ Timothy M. Haley 2019-12-11