Todd McElhatton Form 4 ZUORA / Todd McElhatton 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^*

McElhatton Todd

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/07/2023

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

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	09/30/2023		M		9,375	A	$0	177,250	D
Class A Common Stock	09/30/2023		M		18,750	A	$0	196,000	D
Class A Common Stock	09/30/2023		M		20,834	A	$0	216,834	D
Class A Common Stock	09/30/2023		M		25,000	A	$0	241,834	D
Class A Common Stock	09/30/2023		M		6,466	A	$0	248,300	D
Class A Common Stock	09/30/2023		M(1)		50,000	A	$0	298,300	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)	09/30/2023		M			9,375	(3)	(4)	Class A Common Stock	9,375	$0	28,125	D
Restricted Stock Units (RSU)(Class A)	(2)	09/30/2023		M			18,750	(5)	(4)	Class A Common Stock	18,750	$0	112,500	D
Restricted Stock Units (RSU)(Class A)	(2)	09/30/2023		M			20,834	(6)	(4)	Class A Common Stock	20,834	$0	125,000	D
Restricted Stock Units (RSU)(Class A)	(2)	09/30/2023		M			25,000	(7)	(4)	Class A Common Stock	25,000	$0	250,000	D
Restricted Stock Units (RSU)(Class A)	(2)	09/30/2023		M			6,466	(8)	(4)	Class A Common Stock	6,466	$0	38,793	D
Performance Stock Units (PSU)(Class A)	(9)	09/07/2023		A		50,000		(10)	(11)	Class A Common Stock	50,000	$0	50,000	D
Performance Stock Units (PSU)(Class A)	(9)	09/30/2023		M(1)			50,000	(10)	(11)	Class A Common Stock	50,000	$0	0	D

Explanation of Responses:

1. Vesting of PSUs earned by the Reporting Person on September 7, 2023, as determined by the Compensation Committee of Zuora's Board of Directors.

2. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Zuora's Class A Common Stock upon settlement for no consideration.

3. The RSUs vest over four years, with 1/4 of the shares underlying the initial award vesting on June 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 four years, with 1/16 of the shares underlying the initial award vesting on June 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.

6. The RSUs vest over three years, with 1/12 of the shares underlying the initial award vesting on June 30, 2022, 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.

7. The RSUs vest over three years, with 1/12 of the shares underlying the initial award vesting on June 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.

8. The RSUs vest over two years, with 1/8 of the shares underlying the initial award vesting on June 30, 2023, and the remaining shares vesting as to 1/8 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.

9. Each performance stock unit ("PSU") represents a contingent right to receive one share of Zuora's Class A Common Stock upon settlement for no consideration.

10. The PSUs shall vest on September 30, 2023, so long as the Reporting Person continues to provide services to Zuora through such vesting date.

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

Remarks:

	/s/ Sylvia Lexington as attorney-in-fact for Todd McElhatton	10/03/2023
	** 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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