Tien Tzuo - Mar 31, 2023 Form 4 Insider Report for ZUORA INC (ZUO)

Role: Chairman and CEO, Director, 10%+ Owner
Signature: /s/ Andrew M. Cohen as attorney-in-fact for Tien Tzuo
Stock symbol: ZUO
Transactions as of: Mar 31, 2023
Transactions value $: -$120,515
Form type: 4
Date filed: 4/4/2023, 08:16 PM
Previous filing: Oct 4, 2022
Next filing: Apr 28, 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	+12.5K	+196.79%	$0.00	18.9K	Mar 31, 2023	Direct
transaction	ZUO	Class A Common Stock	Sale	-$121K	-12.5K	-66.31%	$9.64	6.35K	Mar 31, 2023	Direct	F1, F2

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

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Ownership	Footnotes
transaction	ZUO	Restricted Stock Units (RSU)(Class A)	Options Exercise	$0	-12.5K	-11.11%	$0.00	100K	Mar 31, 2023	Class A Common Stock	12.5K	Direct	F3, F4, F5
holding	ZUO	Class B Common Stock						7.12M	Mar 31, 2023	Class A Common Stock	7.12M	By 70 Thirty Trust	F6, F7
holding	ZUO	Class B Common Stock						641K	Mar 31, 2023	Class A Common Stock	641K	By The Next Left Trust	F6, F8

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

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

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).

Explanation of Responses:

Id	Content
F1	This transaction was effected pursuant to a 10b5-1 trading plan adopted by the Reporting Person.
F2	Represents the weighted average sale price. The lowest price at which shares were sold was $9.38 and the highest price at which shares were sold was $9.87. The Reporting Person undertakes to provide upon request to the staff of the U.S. Securities and Exchange Commission, Zuora or its stockholders, full information regarding the total number of shares sold at each separate price within the range set forth in this footnote.
F3	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.
F4	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.
F5	RSUs do not expire; these securities either vest and settle or are canceled prior to the vesting date.
F6	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.
F7	The Reporting Person is a trustee of the 70 Thirty Trust.
F8	The Reporting Person is a trustee of The Next Left Trust.