Statement of Changes in Beneficial Ownership (4)

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 * GOLDMAN KENNETH A	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., 101 REDWOOD SHORES PARKWAY	3. Date of Earliest Transaction (MM/DD/YYYY) 2/1/2021
(Street) REDWOOD CITY, CA 94065 (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	2/1/2021		A		3511 (1)	A	$0	31638	D
Class A Common Stock								1394	I	By Goldman-Valeriote Family Trust u/a/d 11/15/95 (2)

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

Explanation of Responses:
(1)	Pursuant to the Issuer's Non-Employee Director Compensation Program, the Reporting Person has elected to receive restricted stock units ("RSUs") in lieu of the cash compensation fees payable for services on the Issuer's Board of Directors and any committees thereof. The number of RSUs granted to the Reporting Person represents the quotient of (i) all applicable annual retainer fees divided by (ii) the closing price of the Issuer's Class A Common Stock on the date of grant. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock upon vesting. The RSUs vest as to 1/4 of the shares underlying the initial award on each of March 31, 2021, June 30, 2021, September 30, 2021 and December 31, 2021, so long as the Reporting Person continues to provide services to the Issuer through each such vesting date.
(2)	Reporting Person is a trustee of the Trust and may be deemed to have voting and dispositive power with regard to the shares held by the Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Trust except to the extent of his proportionate pecuniary interest therein.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
GOLDMAN KENNETH A C/O ZUORA, INC. 101 REDWOOD SHORES PARKWAY REDWOOD CITY, CA 94065	X

Signatures
/s/ Jennifer Pileggi as attorney-in-fact for Kenneth A. Goldman		4/1/2021
**Signature of Reporting Person		Date