SEC Form 4 · accession 0001209191-15-017509
ZYNGA INC · ZNGA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Donald A. Mattrick
Officer — Chief Executive Officer · Director
Period of report
Feb 19, 2015
Accepted (ET)
Feb 23, 2015 · 9:37 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 | 228,938 | $0.00 | A | 2,130,051 | 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 | 915,750 | A | — | Mar 13, 2021 | Class A Common Stock | 915,750 | 915,750 | D |
| Restricted Stock Unit (RSU)F1,F2,F3,F4 | $0.00 | Feb 19, 2015 | M | 228,938 | D | — | Mar 13, 2021 | Class A Common Stock | 228,938 | 686,812 | 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, 25% of the RSUs 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 first anniversary of the vesting commencement date of February 15, 2014, and 6.25% of the RSUs will vest quarterly thereafter for three years (based on February 15, May 15, August 15 and November 15 vest dates, beginning with the first such date following the initial vest), subject to continued service to the Issuer through each such date.
- F3The shares 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.