SEC FORM 3/A

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^*

Dobson Matthew R

(Last)

(First)

(Middle)

C/O ZUORA, INC.

101 REDWOOD SHORES PARKWAY

(Street)

REDWOOD CITY

94065

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/20/2023

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 Accounting Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)
09/28/2023

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	38,127	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)
Stock Option (Right to buy Class A Common Stock)	⁽¹⁾	02/25/2031	Class A Common Stock	60,000	$15.66	D
Restricted Stock Units (RSU)(Class A)	⁽²⁾	⁽³⁾	Class A Common Stock	26,250	⁽⁴⁾	D
Restricted Stock Units (RSU)(Class A)	⁽⁵⁾	⁽³⁾	Class A Common Stock	14,584	⁽⁴⁾	D
Restricted Stock Units (RSU)(Class A)	⁽⁶⁾	⁽³⁾	Class A Common Stock	27,500	⁽⁴⁾	D

Explanation of Responses:

1. The option vests over four years, with 1/4 of the shares underlying the initial award vesting on February 16, 2022, and the remaining shares vesting as to 1/48 of the shares underlying the initial award monthly thereafter, so long as the Reporting Person continuing to provide services to Zuora through each vesting date.

2. The restricted stock unites ("RSUs") vest over four years, with 1/4 of the shares underlying the initial award vesting on March 31, 2022, and the remaining shares vesting as to 1/16 of the shares underlying the initial 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 Zuora's Class A Common Stock upon vesting for no consideration.

5. The RSUs vest over three years, with 1/12 of the shares underlying the initial award vesting on June 30, 2022, and the remaining shares vesting as to 1/12 of the shares underlying the initial award quarterly thereafter, so long as the Reporting Person continues to provide services to Zuora through each vesting date.

6. The RSUs vest over three years, with 1/12 of the shares underlying the initial award vesting on June 30, 2023, and the remaining shares vesting as to 1/12 of the shares underlying the initial award quarterly thereafter, so long as the Reporting Person continues to provide services to Zuora through each vesting date.

Remarks:

This Form 3/A is being filed to include the Table II holdings of the Reporting Person, which were inadvertently omitted from the original Form 3 filed on September 28, 2023.

	/s/ Diana Lorenz as attorney-in-fact for Matthew R. Dobson	09/28/2023
	** 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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