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* NEXT WORLD CAPITAL I, LLC (Last) (First) (Middle) 836 MONTGOMERY STREET (Street) SAN FRANCISCO CA 94133 (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) 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)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series E Convertible Preferred Stock	(1)	(1)	Class B Common Stock(2)	1,978,109	(1)	D
Series F Convertible Preferred Stock	(1)	(1)	Class B Common Stock(2)	315,847	(1)	D

Explanation of Responses:

1. Each share of the Series E Preferred Stock and Series F Preferred Stock will 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 E Preferred Stock and Series F Preferred Stock have no expiration date.

2. 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 B Common Stock will automatically convert into one share of Class A 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/ Laura Tse, as Vice President of Finance of Next World Capital I, LLC	04/13/2018
	** 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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