SEC Form 4 · accession 0001209191-15-076158

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

Oct 15, 2015

Accepted (ET)

Oct 19, 2015 · 6:18 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	Oct 15, 2015	M	112,500	—	A	210,094	D
Class A Common Stock^F2,F3	Oct 16, 2015	S	43,846	$2.4516	D	166,248	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^F1,F4	—	Oct 15, 2015	M	6,250	D	—	Jun 8, 2019	Class A Common Stock	6,250	12,500	D
Restricted Stock Unit^F1,F5	—	Oct 15, 2015	M	31,250	D	—	Apr 7, 2025	Class A Common Stock	31,250	437,500	D
Restricted Stock Unit (RSU)^F1,F6	—	Oct 15, 2015	M	75,000	D	—	Oct 15, 2021	Class A Common Stock	75,000	225,000	D

Explanation of responses

F1Each restricted stock unit represents a contingent right to receive 1 share of the issuer's Class A Common Stock upon vest.
F2Represents 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.
F3The reported price in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.45 to $2.4628 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 (3).
F4Vests 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.
F5Vests as follows: the shares will commence vesting on April 15, 2015 and will vest in equal quarterly installments over a four year period beginning on July 15, 2015, subject to continued service to the Issuer through each vesting date.
F6Vests as follows: 25% of the total shares underlying the restricted stock unit vest on October 15, 2015. 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.