SEC Form 4 · accession 0001209191-15-005255

ZYNGA INC · ZNGA

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Devang Shah

Officer — General Counsel, Sec. and VP

Period of report

Jan 15, 2015

Accepted (ET)

Jan 20, 2015 · 6:03 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001439404

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I
Class A Common Stock	Jan 15, 2015	C	1,562	$0.00	A	169,946	D
Class A Common Stock	Jan 15, 2015	M	6,250	$0.00	A	176,196	D
Class A Common Stock^F1,F2	Jan 16, 2015	S	2,774	$2.5849	D	173,422	D
Class A Common Stock^F1	Jan 16, 2015	S	706	$2.585	D	172,716	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Unit^F3,F4,F5	$0.00	Jan 15, 2015	M	1,250	D	—	Mar 30, 2018	Class B Common Stock	1,250	0	D
Class B Common Stock^F5	—	Jan 15, 2015	M	1,250	A	—	—	Class A Common Stock	1,250	1,250	D
Class B Common Stock^F5	—	Jan 15, 2015	C	1,250	D	—	—	Class A Common Stock	1,250	0	D
Restricted Stock Unit^F3,F6,F5	$0.00	Jan 15, 2015	M	312	D	—	Aug 18, 2018	Class B Common Stock	312	625	D
Class B Common Stock^F5	—	Jan 15, 2015	M	312	A	—	—	Class A Common Stock	312	312	D
Class B Common Stock^F5	—	Jan 15, 2015	C	312	D	—	—	Class A Common Stock	312	0	D
Restricted Stock Unit^F7,F8	$0.00	Jan 15, 2015	M	6,250	D	—	Jun 8, 2019	Class A Common Stock	6,250	31,250	D

Explanation of responses

F1Represents the number of shares required to be sold to cover the statutory tax withholding obligations in connection with the vesting of the restricted stock units (the "RSUs") listed in Table II. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of minimum statutory tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary sale by the reporting person.
F2The reported price in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.5849 to $2.585 per share, 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 (2).
F3Each restricted stock unit represents a contingent right to receive 1 share of the issuer's Class B Common Stock upon vest.
F4Vests as follows: 25% of the total shares underlying the restricted stock unit vested on January 15, 2012. The remaining shares vest, in equal quarterly installments of 1/16th of the grant amount thereafter, subject to continued service to the Issuer through each vesting date.
F5Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. Class B Common Stock will convert automatically into Class A Common Stock on the date on which the number of outstanding shares of Class B Common Stock and Class C Common Stock together represent less than 10% of the aggregate combined voting power of the Issuer's capital stock. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon the earlier of (i) any transfer, whether or not for value (subject to certain exceptions), or (ii) the death of the Reporting Person.
F6Vests as follows: 25% of the total shares underlying the restricted stock unit vested on July 15, 2012. The remaining shares vest, in equal quarterly installments of 1/16th of the grant amount thereafter, subject to continued service to the Issuer through each vesting date.
F7Each restricted stock unit represents a contingent right to receive 1 share of the issuer's Class A Common Stock upon vest.
F8Vests as follows: 25% of the total shares underlying the restricted stock unit vested on April 15, 2013. The remaining shares vest, in equal quarterly installments of 1/16th of the grant amount thereafter, subject to continued service to the Issuer through each vesting date.