Sec Form 4 Filing - Tzuo Tien @ ZUORA INC - 2025-02-14

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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Tzuo Tien 2. Issuer Name and Ticker or Trading Symbol ZUORA INC [ ZUO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chairman and CEO (Last) (First) (Middle) C/O ZUORA, INC., 101 REDWOOD SHORES PARKWAY 3. Date of Earliest Transaction (MM/DD/YY) 02/14/2025 (Street) REDWOOD CITY, CA94065 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 02/14/2025 D( 1 ) 110,104 D $ 10 ( 1 ) 0 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 Class B Common Stock ( 1 ) 02/14/2025 D( 1 ) 7,698,605 ( 1 ) ( 1 ) Class B Common Stock 7,698,605 $ 10 ( 1 ) 0 I By 70 Thirty Trust ( 2 ) Class B Common Stock ( 1 ) 02/14/2025 D( 1 ) 640,542 ( 1 ) ( 1 ) Class B Common Stock 640,542 $ 10 ( 1 ) 0 I By The Next Left Trust ( 3 ) Stock Option (right to buy) $ 7.94 02/14/2025 D( 4 ) 362,406 ( 4 ) ( 4 ) Class A Common Stock 362,406 ( 4 ) 0 D Stock Option (right to buy) $ 22.1 02/14/2025 D( 5 ) 350,000 ( 5 ) ( 5 ) Class A Common Stock 350,000 $ 0 ( 5 ) 0 D Stock Option (right to buy) $ 11.66 02/14/2025 D( 5 ) 350,000 ( 5 ) ( 5 ) Class A Common Stock 350,000 $ 0 ( 5 ) 0 D Stock Option (right to buy) $ 15.64 02/14/2025 D( 5 ) 500,000 ( 5 ) ( 5 ) Class A Common Stock 500,000 $ 0 ( 5 ) 0 D Restricted Stock Units (RSU) (Class A) ( 6 ) 02/14/2025 D( 6 ) 12,500 ( 6 ) ( 6 ) Class A Common Stock 12,500 $ 10 ( 6 ) 0 D Restricted Stock Units (RSU) (Class A) ( 6 ) 02/14/2025 D( 6 ) 291,669 ( 6 ) ( 6 ) Class A Common Stock 291,669 $ 10 ( 6 ) 0 D Restricted Stock Units (RSU) (Class A) ( 6 ) 02/14/2025 D( 6 ) 225,000 ( 6 ) ( 6 ) Class A Common Stock 225,000 $ 10 ( 6 ) 0 D Restricted Stock Units (RSU) (Class A) ( 6 ) 02/14/2025 D( 6 ) 600,000 ( 6 ) ( 6 ) Class A Common Stock 600,000 $ 10 ( 6 ) 0 D Performance Stock Units (PSU) (Class A) ( 7 ) 02/14/2025 D( 7 ) 300,000 ( 7 ) ( 7 ) Class A Common Stock 300,000 $ 0 ( 7 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Tzuo Tien C/O ZUORA, INC. 101 REDWOOD SHORES PARKWAY REDWOOD CITY, CA94065 X Chairman and CEO Signatures /s/ Diana Lorenz as attorney-in-fact for Tien Tzuo 02/14/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On February 14, 2025 (the "Effective Time"), pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 17, 2024, by and among Zodiac Purchase, L.L.C. ("Parent"), Zodiac Acquisition Sub, Inc. ("Merger Sub") and Zuora (the "Company"), Merger Sub merged with and into the Company with the Company surviving the merger as a wholly owned subsidiary of Parent. At the Effective Time, each of the Reporting Person's shares of Class A Common Stock and Class B Common Stock (together, the "Common Stock"), issued and outstanding immediately prior to the Effective Time were automatically canceled and converted into the right to receive $10.00 per share in cash without interest thereon, and less any applicable tax withholdings (the "Merger Consideration"). ( 2 )The Reporting Person is a trustee of the 70 Thirty Trust. ( 3 )The Reporting Person is a trustee of The Next Left Trust. ( 4 )Pursuant to the Merger Agreement, each outstanding Company Stock Option, whether or not vested and exercisable, with a per share exercise price that is less than the Merger Consideration, was canceled immediately prior to the Effective Time and converted into the Reporting Person's right to receive an amount in cash, without interest and less applicable withholding taxes (a "Converted Option Award"), equal to the product the excess of the Merger Consideration over the per share exercise price of such Company Stock Option multiplied the number of shares of Common Stock issuable upon exercise of the Company Stock Option immediately prior to the Effective Date. ( 5 )Pursuant to the Merger Agreement, each outstanding Company Stock Option, whether or not vested and exercisable, with a per share exercise price equal to or greater than the Merger Consideration was canceled immediately prior to the Effective Time for no consideration. ( 6 )Pursuant to the Merger Agreement, at the Effective Time, each of the Reporting Person's restricted stock units ("RSUs") outstanding immediately prior to the Effective Time were automatically canceled and converted into the right to receive cash equal to the product of the number of shares of Common Stock subject to the RSU multiplied by the Merger Consideration (the "Converted RSU Award"). The Converted RSU Award will vest and become payable subject to and in accordance with the same vesting schedule and other terms and conditions applicable to the corresponding RSU immediately prior to the Effective Time, including any acceleration of vesting provisions. ( 7 )Pursuant to the Merger Agreement, this RSU covering shares of Common Stock outstanding immediately prior to the Effective Time that was subject in whole or in part to performance-based vesting conditions was forfeited immediately prior to the Effective Time for no consideration.

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