SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Traube Robert J.

(Last)

(First)

(Middle)

C/O ZUORA, INC.

101 REDWOOD SHORES PARKWAY

(Street)

REDWOOD CITY

94065

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ZUORA INC [ ZUO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2024

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	06/30/2024		M		18,750	A	$0	38,878⁽¹⁾	D
Class A Common Stock	06/30/2024		M		20,834	A	$0	59,712	D
Class A Common Stock	06/30/2024		M		27,083	A	$0	86,795	D
Class A Common Stock	06/30/2024		M		26,937	A	$0	113,732	D
Class A Common Stock	06/30/2024		M		25,000	A	$0	138,732	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units (RSU)(Class A)	⁽²⁾	06/30/2024		M			18,750	⁽³⁾	⁽⁴⁾	Class A Common Stock	18,750	$0	56,250	D
Restricted Stock Units (RSU)(Class A)	⁽²⁾	06/30/2024		M			20,834	⁽⁵⁾	⁽⁴⁾	Class A Common Stock	20,834	$0	62,500	D
Restricted Stock Units (RSU)(Class A)	⁽²⁾	06/30/2024		M			27,083	⁽⁶⁾	⁽⁴⁾	Class A Common Stock	27,083	$0	189,584	D
Restricted Stock Units (RSU)(Class A)	⁽²⁾	06/30/2024		M			26,937	⁽⁷⁾	⁽⁴⁾	Class A Common Stock	26,937	$0	80,821	D
Restricted Stock Units (RSU)(Class A)	⁽²⁾	06/30/2024		M			25,000	⁽⁸⁾	⁽⁴⁾	Class A Common Stock	25,000	$0	275,000	D

Explanation of Responses:

1. Includes 2,581 shares of Class A Common Stock acquired on June 14, 2024, pursuant to Zuora's employee stock purchase plan.

2. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Zuora's Class A Common Stock upon vesting for no consideration.

3. The RSUs vest over four years, with 1/16 of the shares underlying the initial award vesting on June 30, 2021, 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 Zuora through each vesting date.

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

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.

7. The RSUs vest over two years, with 1/8 of the shares underlying the award vesting on June 30, 2023, and the remaining shares vesting as to 1/8 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.

8. The RSUs vest over three years, with 1/12 of the shares underlying the initial award vesting on June 30, 2024, 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:

	/s/ Erika Ward as attorney-in-fact for Robert J. Traube	07/02/2024
	** 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 4 (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.

Chief Revenue Officer Traube Robert J. converted options into 118,604 shares, increasing direct ownership by 589% to 138,732 units (SEC Form 4)