SEC Form 4 · accession 0001209191-15-015532
ZYNGA INC · ZNGA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Clive Downie
Officer — Chief Operating Officer
Period of report
Feb 15, 2015
Accepted (ET)
Feb 18, 2015 · 6:15 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 | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common Stock | Feb 15, 2015 | M | 34,375 | $0.00 | A | 117,640 | D | |
| Class A Common StockF1 | Feb 17, 2015 | S | 12,650 | $2.32 | D | 104,990 | 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 UnitF2,F3 | $0.00 | Feb 15, 2015 | M | 34,375 | D | — | Nov 15, 2020 | Class A Common Stock | 34,375 | 378,125 | 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.
- F2Each restricted stock unit represents a contingent right to receive 1 share of the issuer's Class A Common Stock upon vest.
- F3Vests as follows: 1/4th of the total shares underlying the RSUs vest on November 15, 2014. 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.