SEC Form 4 · accession 0001209191-15-017508
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 19, 2015
Accepted (ET)
Feb 23, 2015 · 9:34 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 19, 2015 | M | 30,000 | $0.00 | A | 134,990 | 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 Unit (RSU)F1,F2,F3 | $0.00 | Feb 19, 2015 | A | 200,000 | A | — | Mar 13, 2021 | Class A Common Stock | 200,000 | 200,000 | D |
| Restricted Stock Unit (RSU)F1,F2,F3,F4 | $0.00 | Feb 19, 2015 | M | 30,000 | D | — | Mar 13, 2021 | Class A Common Stock | 30,000 | 170,000 | D |
Explanation of responses
- F1Each RSU represents a contingent right to receive 1 share of the issuer's Class A Common Stock upon vest.
- F2The RSUs were subject to a performance-based vesting condition designed to qualify such award as tax-deductible compensation under Section 162(m)(4)(c) of the Internal Revenue Code. If the Issuer does not satisfy the performance-based condition, none of the RSUs shall vest. Upon satisfaction of the performance-based condition, 15% of the RSUs will vest on the later of the date in which the Compensation Committee of the Issuer determines that the performance-based condition has been met and the anniversary of the vesting commencement date of February 15, 2014, 20% of the RSUs will vest on the second anniversary of the vesting commencement date, 25% of the RSUs will vest on the third anniversary of the vesting commencement date and 40% of the RSUs will vest on the fourth anniversary of the vesting commencement date, subject to continued service to the Issuer through each such date.
- F3The RSUs were granted to the Reporting Person on March 14, 2014 and the Compensation Committee of the Issuer certified that the performance-based condition was met on February 19, 2015.
- F4On February 19, 2015, the date of the Issuer's Compensation Committee meeting, the performance-based condition for vesting was met, at which time the RSU was issued. Because the first possible vesting date had passed, the initial tranche of RSUs immediately vested.