Zuora (ZUO) Form 4 ZUORA / PAUL G ALLEN ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Cougar Investment Holdings LLC

(Last) (First) (Middle)

C/O VULCAN VENTURES

505 FIFTH AVE. S, SUITE 900

(Street)

SEATTLE WA 98104

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ZUORA INC [ ZUO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/05/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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	07/05/2018		C		2,867,445(1)	A	$0.00	2,867,445	I	By Vulcan Capital Growth Equity LLC(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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
Class B Common Stock(3)	(3)	07/05/2018		C			2,867,445(4)	(3)	(3)	Class A Common Stock	2,867,445	$0.00	0	I	By Vulcan Capital Growth Equity LLC(2)

1. Name and Address of Reporting Person^*

Cougar Investment Holdings LLC

(Last) (First) (Middle)

C/O VULCAN VENTURES

505 FIFTH AVE. S, SUITE 900

(Street)

SEATTLE WA 98104

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ALLEN PAUL G

(Last) (First) (Middle)

C/O VULCAN VENTURES

505 FIFTH AVENUE SOUTH, SUITE 900

(Street)

SEATTLE WA 98104

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Vulcan Capital Growth Equity Management LLC

(Last) (First) (Middle)

C/O VULCAN VENTURES

505 FIFTH AVE. S, SUITE 900

(Street)

SEATTLE WA 98104

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Vulcan Capital Growth Equity LLC

(Last) (First) (Middle)

C/O VULCAN VENTURES

505 FIFTH AVE. S, SUITE 900

(Street)

SEATTLE WA 98104

(City) (State) (Zip)

Explanation of Responses:

1. Represents the number of shares that were acquired upon the conversion of Class B Common Stock to Class A Common Stock as reflected in Table II.The registered holder elected to convert the shares from Class B Common Stock to Class A Common Stock on a 1-for-1 basis.

2. These securities are held of record by Vulcan Capital Growth Equity LLC ("VCGE"). Vulcan Capital Growth Equity Management LLC ("VCGE Management") manages VCGE. VCGE Management is managed by Cougar Investment Holdings LLC, which is wholly owned by Paul G. Allen, who has sole voting and investment power over the shares held by VCGE. Mr. Allen disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

3. 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 which occurs after the closing of the IPO, 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 IPO 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.

4. The holder elected to convert the shares of Class B Common Stock to Class A Common Stock on a 1-for-1 basis.

Remarks:

	/s/ David R. Stewart, as attorney-in-fact for Paul G. Allen	07/15/2018
	/s/ David R. Stewart, Vice President for Cougar Investment Holdings LLC	07/15/2018
	/s/ David R. Stewart, for Vulcan Capital Growth Equity Management LLC, as Vice President of Cougar Investment Holdings LLC, its Managing Member	07/15/2018
	/s/ David R. Stewart, Vice President of Cougar Investment Holdings LLC, the Managing Member of Vulcan Capital Growth Equity Management LLC, the Manager of Vulcan Capital Growth Equity LLC	07/15/2018
	** Signature of Reporting Person	Date
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