SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Pressman Jason (Last) (First) (Middle) C/O SHASTA VENTURES 2440 SAND HILL ROAD, SUITE 300 (Street) MENLO PARK CA 94025 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol ZUORA INC [ ZUO ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 09/04/2018
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	09/04/2018		C		1,921,040	A	$0	1,921,040	I	By Shasta Ventures II, L.P.(1)
Class A Common Stock	09/04/2018		J(2)		1,921,040	D	$0	0	I	By Shasta Ventures II, L.P.(1)
Class A Common Stock	09/04/2018		J(3)		19,210	A	$0	19,210	I	By Shasta Ventures II, GP LLC
Class A Common Stock	09/04/2018		J(4)		19,210	D	$0	0	I	By Shasta Ventures II, GP LLC
Class A Common Stock	09/04/2018		J(5)		4,170	A	$0	4,170	I	By The 2016 Jason Pressman Trust U/D/T March 8, 2016

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	$0.0(6)	09/04/2018		C			1,921,040	(6)	(6)	Class A Common Stock	1,921,040	$0	5,763,122	I	By Shasta Ventures II, L.P.(1)

Explanation of Responses:

1. Shasta Ventures II GP, LLC is the general partner of Shasta Ventures II, L.P. The reporting person is a managing director of Shasta Ventures II GP, LLC.

2. Represents a pro rata in kind distribution without consideration, and not a purchase or sale of securities, by Shasta Ventures II, L.P. to its respective partners, including its general partner, Shasta Ventures II GP, LLC.

3. Represents the receipt of shares in the pro rata in kind distribution of Class A Common Stock of the Issuer by Shasta Ventures II GP, LLC described in footnote 2

4. Represents a pro rata in kind distribution of Class A Common Stock of the Issuer by Shasta Ventures II GP, LLC without consideration to its members.

5. 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 Shasta Ventures II GP, LLC described in footnote 4. The shares are held by the 2016 Jason Pressman Trust U/D/T March 8, 2016 (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.

6. 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 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.

Remarks:

	/s/ Jason Pressman	09/06/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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