Todd McElhatton - Dec 31, 2021 Form 4 Insider Report for ZUORA INC (ZUO)

Role: Chief Financial Officer
Signature: /s/ Jennifer Pileggi as attorney-in-fact for Todd McElhatton
Stock symbol: ZUO
Transactions as of: Dec 31, 2021
Transactions value $: -$260,537
Form type: 4
Date filed: 1/4/2022, 03:52 PM
Previous filing: Oct 13, 2021
Next filing: Jan 12, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ZUO	Class A Common Stock	Options Exercise	$0	+9.38K	+26.11%	$0.00	45.3K	Dec 31, 2021	Direct
transaction	ZUO	Class A Common Stock	Options Exercise	$0	+18.8K	+41.41%	$0.00	64K	Dec 31, 2021	Direct
transaction	ZUO	Class A Common Stock	Sale	-$261K	-14.4K	-22.54%	$18.06	49.6K	Jan 3, 2022	Direct	F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	ZUO	Restricted Stock Units (RSU)(Class A)	Options Exercise	$0	-9.38K	-9.09%	$0.00	93.8K	Dec 31, 2021	Class A Common Stock	9.38K		Direct	F3, F4, F5
transaction	ZUO	Restricted Stock Units (RSU)(Class A)	Options Exercise	$0	-18.8K	-7.14%	$0.00	244K	Dec 31, 2021	Class A Common Stock	18.8K		Direct	F3, F5, F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Shares sold to satisfy the Reporting Person's tax liability in connection with the issuance of Class A Common Stock resulting from the vesting of restricted stock units ("RSUs") as reported in rows one and two of Table I.
F2	Represents the weighted average sale price. The lowest price at which shares were sold was $18.0536 and the highest price at which shares were sold was $18.2040. 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 range set forth in this footnote.
F3	Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock upon vesting for no consideration.
F4	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 the Issuer through each vesting date.
F5	RSUs do not expire; these securities either vest and settle or are canceled prior to the vesting date.
F6	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 the Issuer through each vesting date.