SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Diouane Marc

(Last)

(First)

(Middle)

C/O ZUORA, INC.

3050 SOUTH DELAWARE STREET, SUITE 301

(Street)

SAN MATEO

94403

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/11/2018

3. Issuer Name and Ticker or Trading Symbol
ZUORA INC [ ZUO ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
No securities beneficially held	0	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Common Stock(1)	⁽¹⁾	⁽¹⁾	Class A Common Stock	477,899	$0.00	D
Stock Option (Right to buy Class B Common Stock)	⁽²⁾	11/17/2024	Class B Common Stock⁽¹⁾	125,000	$3.04	D
Stock Option (Right to buy Class B Common Stock)	⁽³⁾	05/23/2026	Class B Common Stock⁽¹⁾	124,999	$3.08	D
Stock Option (Right to buy Class B Common Stock)	⁽⁴⁾	02/03/2027	Class B Common Stock⁽¹⁾	249,999	$3.28	D
Stock Option (Right to buy Class B Common Stock)	⁽⁵⁾	08/09/2027	Class B Common Stock⁽¹⁾	600,000	$5.16	D
Stock Option (Right to buy Class B Common Stock)	⁽⁶⁾	03/07/2028	Class B Common Stock⁽¹⁾	125,000	$7.94	D

Explanation of Responses:

1. 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 ("IPO"), 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 IPO 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.

2. The option vests as to 1/12th of the shares monthly following the January 1, 2018 vesting commencement date, with 100% of the total shares vested on January 1, 2019, subject to the reporting person's provision of service to the issuer on each vesting date. The option contains an early-exercise provision and is exercisable as to unvested shares, subject to the issuer's right of repurchase.

3. The option vests as to 1/48th of the shares monthly following the May 24, 2016 vesting commencement date, with 100% of the total shares vested on May 24, 2020, subject to the reporting person's provision of service to the issuer on each vesting date. The option contains an early-exercise provision and is exercisable as to unvested shares, subject to the issuer's right of repurchase.

4. The option vests as to 1/48th of the shares monthly following the February 1, 2017 vesting commencement date, with 100% of the total shares vested on February 1, 2021, subject to the reporting person's provision of service to the issuer on each vesting date. The option contains an early-exercise provision and is exercisable as to unvested shares, subject to the issuer's right of repurchase.

5. The option vests as to 200,000 of the shares upon the closing of the IPO. The option vests as to the remaining 400,000 shares upon the achievement of an applicable financial milestone. The option contains an early-exercise provision and is exercisable as to unvested shares, subject to the issuer's right of repurchase.

6. The option vests as to 1/48th of the shares monthly following the March 8, 2018 vesting commencement date, with 100% of the total shares vested on March 8, 2022, subject to the reporting person's provision of service to the issuer on each vesting date. The option contains an early-exercise provision and is exercisable as to unvested shares, subject to the issuer's right of repurchase.

Remarks:

Exhibit List - Exhibit 24 - Power of Attorney

	/s/ Jennifer Pileggi as attorney-in-fact for Marc Diouane	04/11/2018
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.