FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

BATTAGLINI PAOLO
2. Date of Event Requiring Statement (MM/DD/YYYY)
4/5/2020 

3. Issuer Name and Ticker or Trading Symbol

ZUORA INC [ZUO]
(Last)        (First)        (Middle)

C/O ZUORA, INC., 101 REDWOOD SHORES PARKWAY
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                          _____ 10% Owner
___X___ Officer (give title below)        _____ Other (specify below)
Interim CFO /
(Street)

REDWOOD CITY, CA 94065      

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed(MM/DD/YYYY)
 

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 11702 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units (RSU)(Class A)  (1) (2)Class A Common Stock 7500.0  (3)D  
Restricted Stock Units (RSU)(Class A)  (4) (2)Class A Common Stock 70313.0  (3)D  
Stock Option (Right to buy Class B Common Stock)  (5)4/7/2026 Class B Common Stock (6)63500.0 $3.24 D  
Stock Option (Right to buy Class B Common Stock)  (7)8/10/2027 Class B Common Stock (6)49999.0 $5.16 D  
Stock Option (Right to buy Class B Common Stock)  (8)3/8/2028 Class B Common Stock (6)20000.0 $7.94 D  
Stock Option (Right to buy Class A Common Stock)  (9)5/1/2029 Class A Common Stock 20000.0 $21.38 D  

Explanation of Responses:
(1) The restricted stock unit ("RSU") award vests over four years, with 1/16 of the 10,000 shares underlying the initial award vesting on June 30, 2019 and the remaining shares vesting as to 1/16 of the award quarterly thereafter, so long as the Reporting Person continues to provide services to the Issuer through each vesting date.
(2) RSUs do not expire; these securities either vest and settle or are canceled prior to the vesting date.
(3) Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement for no consideration.
(4) The RSU award vests over four years, with 1/16 of the 75,000 shares underlying the initial award vesting on March 31, 2019 and the remaining shares vesting as to 1/16 of the award quarterly thereafter, so long as the Reporting Person continues to provide services to the Issuer through each vesting date.
(5) The option is fully vested and exercisable.
(6) Each share of the Issuer's Class B Common Stock will convert into one share of the Issuer'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 the Issuer'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 the Issuer's common stock, and has no expiration date.
(7) The option vests over four years, with 1/48 of the shares vesting June 18, 2017 and the remaining shares vesting as to 1/48 of the award monthly thereafter, so long as the Reporting Person continues to provide services to the Issuer through each vesting date. The option contains an early-exercise provision and is exercisable as to unvested shares, subject to the Issuer's right of repurchase.
(8) The option vests over four years, with 1/48 of the shares vesting April 8, 2018 and the remaining shares vesting as to 1/48 of the award monthly thereafter, so long as the Reporting Person continues to provide services to the Issuer through each vesting date. The option contains an early-exercise provision and is exercisable as to unvested shares, subject to the Issuer's right of repurchase.
(9) The option vests over four years, with 1/48 of the shares vesting on April 30, 2019 and the remaining shares vesting as to 1/48 of the award on the last day of each month thereafter, so long as the Reporting Person continues to provide services to the Issuer through each vesting date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
BATTAGLINI PAOLO
C/O ZUORA, INC.
101 REDWOOD SHORES PARKWAY
REDWOOD CITY, CA 94065


Interim CFO

Signatures
/s/ Jennifer Pileggi as attorney-in-fact for Paolo Battaglini4/15/2020
**Signature of Reporting PersonDate

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