Todd McElhatton - Dec 31, 2022 Form 4 Insider Report for ZUORA INC (ZUO)

Role: Chief Financial Officer
Signature: /s/ Sylvia Lexington as attorney-in-fact for Todd McElhatton
Stock symbol: ZUO
Transactions as of: Dec 31, 2022
Transactions value $: -$155,308
Form type: 4
Date filed: 1/4/2023, 05:06 PM
Previous filing: Oct 12, 2022
Next filing: Jan 11, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ZUO	Class A Common Stock	Options Exercise	$0	+9.38K	+9.83%	$0.00	105K	Dec 31, 2022	Direct
transaction	ZUO	Class A Common Stock	Options Exercise	$0	+18.8K	+17.9%	$0.00	123K	Dec 31, 2022	Direct
transaction	ZUO	Class A Common Stock	Options Exercise	$0	+20.8K	+16.87%	$0.00	144K	Dec 31, 2022	Direct
transaction	ZUO	Class A Common Stock	Sale	-$155K	-24.6K	-17.04%	$6.32	120K	Jan 3, 2023	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	-9.38K	-14.29%	$0.00	56.3K	Dec 31, 2022	Class A Common Stock	9.38K		Direct	F2, F3, F4
transaction	ZUO	Restricted Stock Units (RSU)(Class A)	Options Exercise	$0	-18.8K	-10%	$0.00	169K	Dec 31, 2022	Class A Common Stock	18.8K		Direct	F2, F4, F5
transaction	ZUO	Restricted Stock Units (RSU)(Class A)	Options Exercise	$0	-20.8K	-10%	$0.00	188K	Dec 31, 2022	Class A Common Stock	20.8K		Direct	F2, F4, F6

* 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 rows one, two and three 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 1/4 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.
F4	RSUs do not expire; these securities either vest and settle or are canceled prior to the vesting date.
F5	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.
F6	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.