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

1. Name and Address of Reporting Person *

Volpi Michelangelo
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
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O ZUORA, INC., 3050 SOUTH DELAWARE STREET, SUITE 301
3. Date of Earliest Transaction (MM/DD/YYYY)

9/4/2018
(Street)

SAN MATEO, CA 94403
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   9/4/2018     C    1053868   (1) A $0.00   (1) 1053868   (1) I   See Footnotes   (2) (12)
Class A Common Stock   9/5/2018     J (3)    1042337   D   (3) 11531   I   See Footnotes   (2) (12)
Class A Common Stock   9/5/2018     S    1202   D $26.792   (4) 10329   I   See Footnotes   (2) (12)
Class A Common Stock   9/5/2018     S    10329   D $26.2411   (5) 0   I   See Footnotes   (2) (12)
Class A Common Stock   9/4/2018     C    3860   A $0.00   (1) 3860   (1) I   See Footnotes   (6) (12)
Class A Common Stock   9/5/2018     S    402   D $26.792   (7) 3458   I   See Footnotes   (6) (12)
Class A Common Stock   9/5/2018     S    3458   D $26.2411   (8) 0   I   See Footnotes   (6) (12)
Class A Common Stock   9/4/2018     C    13389   A $0.00   (1) 13389   (1) I   See Footnotes   (9) (12)
Class A Common Stock   9/5/2018     S    1396   D $26.792   (10) 11993   I   See Footnotes   (9) (12)
Class A Common Stock   9/5/2018     S    11993   D $26.2411   (11) 0   I   See Footnotes   (9) (12)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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) 9/4/2018     C         1053868      (1)   (1) Class A Common Stock   (1) 1053868   $0.00   3161606   I   See Footnotes   (2) (12)
Class B Common Stock     (1) 9/4/2018     C         3860      (1)   (1) Class A Common Stock   (1) 3860   $0.00   11582   I   See Footnotes   (6) (12)
Class B Common Stock     (1) 9/4/2018     C         13389      (1)   (1) Class A Common Stock   (1) 13389   $0.00   40167   I   See Footnotes   (9) (12)

Explanation of Responses:
(1)  At the request of the holder, on September 4, 2018, each such share of the issuer's Class B Common Stock converted into one (1) share of the issuer's Class A Common Stock.
(2)  The securities are held by Index Ventures Growth II (Jersey), L.P. ("IVG II"). Index Venture Growth Associates II Limited ("Associates") is the general partner of IVG II.
(3)  On September 5, 2018, IVG II distributed, for no consideration, 1,042,337 shares of Class A Common Stock of the issuer to its limited partners, representing each such partner's pro rata interest in the shares held by IVG II. The aforementioned distributions were made in accordance with the exemptions afforded by Rule 16a-13 and Rule 16a-9 of the Securities Exchange Act of 1934, as amended.
(4)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.705 - $27.05, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(5)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.70 - $26.68, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(6)  The securities are held directly by Index Ventures Growth II Parallel Entrepreneur Fund (Jersey), L.P. ("Parallel"). Associates is the general partner of Parallel.
(7)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.705 - $27.05, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(8)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.70 - $26.68, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(9)  The securities are held directly by Yucca (Jersey) SLP ("Yucca"). The general partner of Yucca is Yucca Associates Limited ("YAL").
(10)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.705 - $27.05, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(11)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.70 - $26.68, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(12)  The Reporting Person is a partner within the Index Ventures group. Advisors within the Index Ventures group provide advice to IVG II, Parallel and Yucca (collectively, the "Index Funds"). The Reporting Person is involved in making recommendations to the Index Funds, but does not hold voting or dispositive power over the shares held by the Index Funds. The Reporting Person disclaims Section 16 beneficial ownership of these securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Volpi Michelangelo
C/O ZUORA, INC.
3050 SOUTH DELAWARE STREET, SUITE 301
SAN MATEO, CA 94403
X



Signatures
/s/ Michelangelo Volpi 9/6/2018
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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