SEC FORM 4

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

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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^*

Traube Robert J.

(Last)

(First)

(Middle)

C/O ZUORA, INC.

101 REDWOOD SHORES PARKWAY

(Street)

REDWOOD CITY

94065

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Revenue Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2023

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

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	03/31/2023		M		6,250	A	$0	23,808	D
Class A Common Stock	03/31/2023		M		6,250	A	$0	30,058	D
Class A Common Stock	03/31/2023		M		18,750	A	$0	48,808	D
Class A Common Stock	03/31/2023		M		20,833	A	$0	69,641	D
Class A Common Stock	04/03/2023		S		13,414⁽¹⁾	D	$9.344⁽²⁾	56,227	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units (RSU)(Class A)	⁽³⁾	03/31/2023		M			6,250	⁽⁴⁾	⁽⁵⁾	Class A Common Stock	6,250	$0	12,500	D
Restricted Stock Units (RSU)(Class A)	⁽³⁾	03/31/2023		M			6,250	⁽⁶⁾	⁽⁵⁾	Class A Common Stock	6,250	$0	25,000	D
Restricted Stock Units (RSU)(Class A)	⁽³⁾	03/31/2023		M			18,750	⁽⁷⁾	⁽⁵⁾	Class A Common Stock	18,750	$0	150,000	D
Restricted Stock Units (RSU)(Class A)	⁽³⁾	03/31/2023		M			20,833	⁽⁸⁾	⁽⁵⁾	Class A Common Stock	20,833	$0	166,667	D

Explanation of Responses:

1. Shares sold to satisfy the Reporting Person's tax liability in connection with the issuance of Class A Common Stock resulting from the vesting of restricted stock units ("RSUs") as reported in rows one, two, three and four of Table I.

2. Represents the weighted average sale price. The lowest price at which shares were sold was $9.3435 and the highest price at which shares were sold was $9.3844. The Reporting Person undertakes to provide upon request to the staff of the U.S. Securities and Exchange Commission, Zuora or its stockholders, full information regarding the total number of shares sold at each separate price within the range set forth in this footnote.

3. Each RSU represents a contingent right to receive one share of Zuora's Class A Common Stock upon vesting for no consideration.

4. The RSUs vest over four years, with 1/4 of the shares underlying the initial award vesting on September 30, 2020 and the remaining shares vesting as to 1/16 of the shares underlying the initial award quarterly thereafter, so long as the Reporting Person continues to provide services to Zuora through each vesting date.

5. RSUs do not expire; these securities either vest and settle or are canceled prior to the vesting date.

6. The RSUs vest over four years, with 1/16 of the shares underlying the initial award vesting on June 30, 2020 and the remaining shares vesting as to 1/16 of the shares underlying the initial award quarterly thereafter, so long as the Reporting Person continues to provide services to Zuora through each vesting date.

7. The RSUs vest over four years, with 1/16 of the shares underlying the initial award vesting on June 30, 2021 and the remaining shares vesting as to 1/16 of the shares underlying the initial award quarterly thereafter, so long as the Reporting Person continues to provide services to Zuora through each vesting date.

8. The RSUs vest over three years, with 1/12 of the shares underlying the initial award vesting on June 30, 2022, and the remaining shares vesting as to 1/12 of the shares underlying the initial award quarterly thereafter, so long as the Reporting Person continues to provide services to Zuora through each vesting date.

Remarks:

	/s/ Andrew M. Cohen as attorney-in-fact for Robert J. Traube	04/04/2023
	** 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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