FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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 *

Pileggi Jennifer
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)
SVP, GC and Corp. Secretary
(Last)          (First)          (Middle)

C/O ZUORA, INC., 3050 SOUTH DELAWARE STREET, SUITE 301
3. Date of Earliest Transaction (MM/DD/YYYY)

9/10/2018
(Street)

SAN MATEO, CA 94403
(City)        (State)        (Zip)
4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Class A Common Stock   9/10/2018     C    20000   A $0   20000   D    
Class A Common Stock   9/10/2018     S (1)    9900   D $24.6295   (2) 10100   D    
Class A Common Stock   9/10/2018     S (1)    10100   D $25.50   0   D    
Class A Common Stock                  50000   I   By The Bradley and Jennifer Pileggi Trust   (3)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to buy Class B Common Stock)   $3.34   9/10/2018     M   (1)       20000      (4) 7/16/2025   Class B Common Stock   20000.0   $0   130000   D    
Class B Common Stock   $0.0   (5) 9/10/2018     M   (1)    20000         (5)   (5) Class A Common Stock   20000.0   $0   20000   D    
Class B Common Stock   $0.0   (5) 9/10/2018     C         20000      (5)   (5) Class A Common Stock   20000.0   $0   0   D    

Explanation of Responses:
(1)  This transaction was effected pursuant to a 10b5-1 trading plan adopted by the reporting person.
(2)  Represents the weighted average sale price. The lowest price at which shares were sold was $24.27 and the highest price at which shares were sold was $25.09. The reporting person undertakes to provide upon request to the staff of the U.S. Securities and Exchange Commission, the issuer or its stockholders, full information regarding the total number of shares sold at each separate price within the ranges set forth herein.
(3)  The securities are held of record by The Bradley and Jennifer Pileggi Trust, of which the reporting person is trustee.
(4)  The option vests as to 1/4 of the shares on the anniversary of the June 8, 2015 vesting commencement date, and then 1/48 of the total shares vest monthly thereafter, with 100% of the total shares vested on June 8, 2019, subject to the reporting person's provision of service to the issuer on 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.
(5)  Each share of the issuer's Class B Common Stock will convert into 1 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Pileggi Jennifer
C/O ZUORA, INC.
3050 SOUTH DELAWARE STREET, SUITE 301
SAN MATEO, CA 94403


SVP, GC and Corp. Secretary

Signatures
/s/ Jennifer Pileggi 9/12/2018
** 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 control number.
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