Tien Tzuo - 30 Sep 2022 Form 4 Insider Report for ZUORA INC

Role: Chairman and CEO, Director, 10%+ Owner
Signature: /s/ Sylvia Lexington as attorney-in-fact for Tien Tzuo
Issuer symbol: N/A
Transactions as of: 30 Sep 2022
Net transactions value: -$47,278
Form type: 4
Filing time: 04 Oct 2022, 19:37:18 UTC
Previous filing: 21 Jul 2022
Next filing: 04 Apr 2023
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ZUO	Class A Common Stock	Options Exercise	$0	+12,500		$0.000000	12,500	30 Sep 2022	Direct
transaction	ZUO	Class A Common Stock	Sale	$47,278	-6,148	-49%	$7.69	6,352	04 Oct 2022	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	ZUO	Restricted Stock Units (RSU)(Class A)	Options Exercise	$0	-12,500	-9.1%	$0.000000	125,000	30 Sep 2022	Class A Common Stock	12,500		Direct	F2, F3, F4
holding	ZUO	Class B Common Stock						7,106,809	30 Sep 2022	Class A Common Stock	7,106,809		By 70 Thirty Trust	F5, F6
holding	ZUO	Class B Common Stock						640,542	30 Sep 2022	Class A Common Stock	640,542		By The Next Left Trust	F5, F7

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Shares sold to satisfy the Reporting Person's tax liability in connection with the issuance of Class A Common Stock resulting from the vesting of restricted stock units ("RSUs") as reported in row one of Table I.
F2	Each RSU represents a contingent right to receive one share of Zuora's Class A Common Stock upon vesting for no consideration.
F3	The RSUs vest over four years, with 1/8 of the shares underlying the initial award vesting on September 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.
F4	RSUs do not expire; these securities either vest and settle or are canceled prior to the vesting date.
F5	Each share of Zuora's Class B Common Stock is convertible into one share of Zuora's Class A Common Stock (a) at the option of the holder and (b) automatically upon (i) any transfer, except for certain permitted transfers, and (ii) the date that is the earliest of (x) the date specified by a vote of the holders of not less than 66 2/3% of the outstanding shares of Class B Common Stock, (y) ten years from the effective date of Zuora's initial public offering and (z) the date that the total number of shares of outstanding Class B Common Stock ceases to represent at least 5% of all outstanding shares of Zuora's common stock, and has no expiration date.
F6	The Reporting Person is a trustee of the 70 Thirty Trust.
F7	The Reporting Person is a trustee of The Next Left Trust.