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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Tenaya Capital V GP LLC

(Last)

(First)

(Middle)

3280 ALPINE ROAD

(Street)

PORTOLA VALLEY

94028

(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 B Convertible Preferred Stock	⁽³⁾	⁽³⁾	Class B Common Stock⁽⁴⁾	3,099,012	⁽³⁾	I	By Tenaya Capital V, LP⁽¹⁾⁽²⁾
Series C Convertible Preferred Stock	⁽³⁾	⁽³⁾	Class B Common Stock⁽⁴⁾	868,891	⁽³⁾	I	By Tenaya Capital V, LP⁽¹⁾⁽²⁾
Series D Convertible Preferred Stock	⁽³⁾	⁽³⁾	Class B Common Stock⁽⁴⁾	436,233	⁽³⁾	I	By Tenaya Capital V, LP⁽¹⁾⁽²⁾
Series E Convertible Preferred Stock	⁽³⁾	⁽³⁾	Class B Common Stock⁽⁴⁾	322,970	⁽³⁾	I	By Tenaya Capital V, LP⁽¹⁾⁽²⁾
Series F Convertible Preferred Stock	⁽³⁾	⁽³⁾	Class B Common Stock⁽⁴⁾	51,569	⁽³⁾	I	By Tenaya Capital V, LP⁽¹⁾⁽²⁾
Series B Convertible Preferred Stock	⁽³⁾	⁽³⁾	Class B Common Stock⁽⁴⁾	855,293	⁽³⁾	I	By Tenaya Capital V-P, LP⁽¹⁾⁽²⁾
Series C Convertible Preferred Stock	⁽³⁾	⁽³⁾	Class B Common Stock⁽⁴⁾	239,806	⁽³⁾	I	By Tenaya Capital V-P, LP⁽¹⁾⁽²⁾
Series D Convertible Preferred Stock	⁽³⁾	⁽³⁾	Class B Common Stock⁽⁴⁾	120,321	⁽³⁾	I	By Tenaya Capital V-P, LP⁽¹⁾⁽²⁾
Series E Convertible Preferred Stock	⁽³⁾	⁽³⁾	Class B Common Stock⁽⁴⁾	89,136	⁽³⁾	I	By Tenaya Capital V-P, LP⁽¹⁾⁽²⁾
Series F Convertible Preferred Stock	⁽³⁾	⁽³⁾	Class B Common Stock⁽⁴⁾	14,232	⁽³⁾	I	By Tenaya Capital V-P, LP⁽¹⁾⁽²⁾

1. Name and Address of Reporting Person^*

Tenaya Capital V GP LLC

(Last)

(First)

(Middle)

3280 ALPINE ROAD

(Street)

PORTOLA VALLEY

94028

(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^*

Tenaya Capital V, LP

(Last)

(First)

(Middle)

3280 ALPINE ROAD

(Street)

PORTOLA VALLEY

94028

(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^*

Tenaya Capital V-P, LP

(Last)

(First)

(Middle)

3280 ALPINE ROAD

(Street)

PORTOLA VALLEY

94028

(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^*

Tenaya Capital V GP, LP

(Last)

(First)

(Middle)

3280 ALPINE ROAD

(Street)

PORTOLA VALLEY

94028

(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. The general partner of each of Tenaya Capital V, LP and Tenaya Capital V-P, LP is Tenaya Capital V GP, LP ("V GP, LP") whose general partner is Tenaya Capital V GP, LLC ("V GP, LLC"). By virtue of such relationships, V GP, LP and V GP, LLC may be deemed to have voting and dispositive power over the securities held by Tenaya Capital V, LP and Tenaya Capital V-P, LP and, as a result, may be deemed to have beneficial ownership over such securities. Messrs. Tom Banahan, Ben Boyer, Stewart Gollmer, Brian Melton, and Brian Paul are the managing members of V GP, LLC and such managing members share voting and dispositive power over the securities held by Tenaya Capital V, LP and Tenaya Capital V-P, LP.

2. Each of V GP, LP and V GP, LLC disclaims beneficial ownership of the securities held by Tenaya Capital V, LP and Tenaya Capital V-P, LP except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

3. Each share of the Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock automatically convert into Class B Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering. The Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock have no expiration date.

4. Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and will automatically convert into one share of Class A Common Stock upon the date that is the earlier of (i) the date specified by a vote of the holders of 66 2/3% of the outstanding shares of Class B Common Stock, (ii) ten years from the closing of the Issuer's initial public offering, and (iii) the date that the total number of shares of the Issuer's Class B Common Stock outstanding ceases to represent at least 5% of all outstanding shares of the Issuer's Common Stock. In addition, each share of Class A Common Stock will automatically convert into one share of Class B Common Stock upon any transfer, whether or not for value, which occurs after the closing of the Issuer's initial public offering, subject to certain exceptions.

Remarks:

	/s/ Tom Muscarella, Authorized Signatory, Tenaya Capital V GP, LLC	04/11/2018
	/s/ Tom Muscarella, Authorized Signatory, Tenaya Capital V GP, LLC, the General Partner of Tenaya Capital V GP, LP	04/11/2018
	/s/ Tom Muscarella, Authorized Signatory, Tenaya Capital V GP, LLC, the General Partner of Tenaya Capital V GP, LP, the General Partner of Tenaya Capital V, LP	04/11/2018
	/s/ Tom Muscarella, Authorized Signatory, Tenaya Capital V GP, LLC, the General Partner of Tenaya Capital V GP, LP, the General Partner of Tenaya Capital V-P, LP	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.