Tien Tzuo Form 4/A ZUORA / Tien Tzuo 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^*

Tzuo Tien

(Last) (First) (Middle)

C/O ZUORA, INC.

101 REDWOOD SHORES PARKWAY

(Street)

REDWOOD CITY CA 94065

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)
01/03/2025

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. 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	12/31/2024		M		12,500	A	$0	75,812	D
Class A Common Stock	12/31/2024		M		58,333	A	$0	134,145	D
Class A Common Stock	12/31/2024		M		25,000	A	$0	159,145	D
Class A Common Stock	01/10/2025		S		49,041(1)	D	$9.9476	110,104	D

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
Restricted Stock Units (RSU)(Class A)	(2)	12/31/2024		M			12,500	(3)	(4)	Class A Common Stock	12,500	$0	12,500	D
Restricted Stock Units (RSU)(Class A)	(2)	12/31/2024		M			58,333	(5)	(4)	Class A Common Stock	58,333	$0	291,669	D
Restricted Stock Units (RSU)(Class A)	(2)	12/31/2024		M			25,000	(6)	(4)	Class A Common Stock	25,000	$0	225,000	D

Explanation of Responses:

1. The shares were sold to satisfy the tax liability of the Reporting Person in connection with the issuance of Class A Common Stock resulting from the vesting of restricted stock units under the Zuora, Inc. 2018 Equity Incentive Plan ("Plan").

2. 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.

3. 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.

4. RSUs do not expire; these securities either vest and settle or are canceled prior to the vesting date.

5. The RSUs vest over three years, with 1/6 of the shares underlying the initial award vesting on September 30, 2023, 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.

6. The RSUs vest over three years, with 1/6 of the shares underlying the initial award vesting on September 30, 2024, 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.

Remarks:

Due to an administrative error, the Reporting Person filed a Form 4 on January 3, 2025 which inadvertently reported that, following the vesting of certain RSUs under the Plan, 48,569 shares of the Company Class A Common Stock were sold on January 2, 2025 to satisfy the tax liability of the Reporting Person. No sales were made on that day. As noted above, the Reporting Person actually sold 49,041 shares of Class A Common Stock to satisfy the tax liability of the Reporting Person on January 10, 2025. This Form 4 is amended to correct the date, price, and number of shares of Class A Common Stock sold in the transaction.

	/s/ Erika Ward as attorney-in-fact for Tien Tzuo	01/14/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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