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* Srinivasan Sri (Last) (First) (Middle) C/O ZUORA, INC. 101 REDWOOD SHORES PARKWAY (Street) REDWOOD CITY CA 94065 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/08/2021	3. Issuer Name and Ticker or Trading Symbol ZUORA INC [ ZUO ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Chief Product & Tech Officer	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)
Class A Common Stock	2,000	I	By The Srinivasan Muthuswamy Trust, Dated May 7th, 2015(1)

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
Restricted Stock Units (RSU)(Class A)	(2)	(3)	Class A Common Stock	280,000	(4)	D
Stock Option (Right to buy Class A Common Stock)	(5)	01/19/2031	Class A Common Stock	120,000	$13.72	D

Explanation of Responses:

1. The securities are held of record by The Srinivasan Muthuswamy Trust, Dated May 7th, 2015, of which the Reporting Person is a trustee.

2. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock upon vesting for no consideration. The RSU vests over four years, with 1/4 of the shares underlying the initial grant vesting on December 31, 2021, and the remaining shares vesting as to 1/16 of the award quarterly thereafter, so long as the Reporting Person continues to provide services to the Issuer through each vesting date.

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

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

5. The option vests over four years, with 1/4 of the shares vesting on January 19, 2022, and the remaining shares vesting as to 1/48 of the award each month thereafter, so long as the Reporting Person continues to provide services to the Issuer through each vesting date.

Remarks:

	/s/ Jennifer Pileggi as attorney-in-fact for Sri Srinivasan	03/18/2021
	** 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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