FORM 5
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
[ ] Form 3 Holdings Reported
[ ] Form 4 Transactions Reported		 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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 *

YESIL MAGDALENA		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. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY)
1/31/2022 
(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. Date2A. Deemed Execution Date, if any3. 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)
Amount(A) or (D)Price
Class A Common Stock 7/9/2021  M5 (1)101561 A$0 155376 (2)D  

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. 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
(MM/DD/YYYY)		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 at End of Issuer's Fiscal Year
(Instr. 4)		10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B Common Stock (3) 7/9/2021  C (1)  101561   (3) (3)Class A Common Stock 101561.0 $0 0 D  
Explanation of Responses:
(1) Reported transaction represents the automatic conversion of Class B Common Shares that were acquired upon the exercise of stock options into Class A Common Shares on July 9. 2021, which conversion was inadvertently omitted from the Form 4 filed by the Reporting Person on July 13, 2021.
(2) Reports of beneficial ownership for this Reporting Person filed after July 13, 2021 and before March 28, 2022 do not reflect the total holdings as reported in this Form 5.
(3) Each share of the Issuer's Class B Common Stock will convert into one share of the Issuer's Class A Common Stock (a) at the option of the holder and (b) automatically upon (i) any transfer, except for certain permitted transfers, and (ii) the date that is the earliest of (x) the date specified by a vote of the holders of not less than 66 2/3% of the outstanding shares of Class B Common Stock, (y) ten years from the effective date of the Issuer's initial public offering and (z) the date that the total number of shares of outstanding Class B Common Stock ceases to represent at least 5% of all outstanding shares of the Issuer's common stock, and has no expiration date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
YESIL MAGDALENA
C/O ZUORA, INC.
101 REDWOOD SHORES PARKWAY
REDWOOD CITY, CA 94065		X
Signatures
/s/ Sylvia Lexington as attorney-in-fact for Magdalena Yesil3/28/2022
**Signature of Reporting PersonDate
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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