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^*

Redpoint Omega L P

(Last)

(First)

(Middle)

C/O REDPOINT VENTURES

3000 SAND HILL ROAD, BUILDING 2, SUITE 2

(Street)

MENLO PARK

94025

(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
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)

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)
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	4,146,450	$0.00	D
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	117,251	$0.00	I	By Redpoint Omega Associates, LLC⁽³⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	957,594	$0.00	D
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	27,078	$0.00	I	By Redpoint Omega Associates, LLC⁽³⁾
Series E Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	320,618	$0.00	D
Series E Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	9,066	$0.00	I	By Redpoint Omega Associates, LLC⁽³⁾
Series F Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	383,952	$0.00	D
Series F Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	10,857	$0.00	I	By Redpoint Omega Associates, LLC⁽³⁾

1. Name and Address of Reporting Person^*

Redpoint Omega L P

(Last)

(First)

(Middle)

C/O REDPOINT VENTURES

3000 SAND HILL ROAD, BUILDING 2, SUITE 2

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Redpoint Omega Associates, LLC

(Last)

(First)

(Middle)

C/O REDPOINT VENTURES

3000 SAND HILL ROAD, BUILDING 2, SUITE 2

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Redpoint Omega, LLC

(Last)

(First)

(Middle)

C/O REDPOINT VENTURES

3000 SAND HILL ROAD, BUILDING 2, SUITE 2

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Each share of the issuer's Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, and Series F Preferred Stock will automatically convert into 1 share of the issuer's Class B Common Stock immediately upon the closing of the issuer's initial public offering ("IPO") and has no expiration date.

2. 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 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.

3. Redpoint Omega, LLC serves as the general partner of Redpoint Omega, L.P. Redpoint Omega, LLC and Redpoint Omega Associates, LLC are under common control. As such, Redpoint Omega, LLC has sole voting and investment control over the shares owned by Redpoint Omega, L.P., and may be deemed to beneficially own the shares held by Redpoint Omega, L.P. Redpoint Omega, LLC disclaims beneficial ownership of the shares held by Redpoint Omega, L.P. except to the extent of its proportionate pecuniary interest therein.

Remarks:

	REDPOINT OMEGA, L.P., By: Redpoint Omega, LLC, its General Partner, /s/ W. Allen Beasley, Managing Director	04/11/2018
	REDPOINT OMEGA ASSOCIATES, LLC, /s/ W. Allen Beasley, Managing Director	04/11/2018
	REDPOINT OMEGA, LLC, /s/ W. Allen Beasley, Managing Director	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).
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