SEC Form 4 · accession 0001209191-15-035093

ZYNGA INC · ZNGA

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

Reporting owner

Officer — CFO and CAO

Period of report

Apr 15, 2015

Accepted (ET)

Apr 17, 2015 · 6:02 pm EDT

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^F1	Apr 15, 2014	M	60,000	—	A	60,000	D
Class A Common Stock^F2	Apr 16, 2014	S	22,716	$2.45	D	37,284	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Unit^F1,F3	—	Apr 15, 2015	M	60,000	A	—	Apr 15, 2021	Class A Common Stock	60,000	340,000	D

F1Each restricted stock unit represents a contingent right to receive one (1) share of the issuer's Class A common stock upon vest.
F2Represents the number of shares 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 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.
F315% of the RSUs will vest on the first anniversary of 4/15/2014 (the "Vesting Commencement Date"), 20% of the RSUs will vest on the two-year anniversary of the Vesting Commencement Date, 25% of the RSUs will vest on the three-year anniversary of the Vesting Commencement Date, and 40% of the RSUs will vest on the four-year anniversary of the Vesting Commencement Date, in each case subject to continued service to the Issuer through each vesting date.