SEC Form 4 · accession 0001209191-16-121042
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
May 15, 2016
Accepted (ET)
May 17, 2016 · 7:21 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 StockF1,F2 | May 15, 2016 | M | 15,000 | — | A | 291,091 | D | |
| Class A Common StockF3 | May 16, 2016 | S | 5,639 | $2.55 | D | 285,452 | 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 UnitF1,F4 | — | May 15, 2016 | M | 9,375 | D | — | Feb 15, 2020 | Class A Common Stock | 9,375 | 18,750 | D |
| Restricted Stock UnitF1,F5 | — | May 15, 2016 | M | 3,125 | D | — | Apr 14, 2020 | Class A Common Stock | 3,125 | 9,375 | D |
| Restricted Stock UnitF1,F6 | — | May 15, 2016 | M | 2,500 | D | — | Nov 15, 2020 | Class A Common Stock | 2,500 | 12,500 | 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.
- F2Includes 15,000 shares acquired under the Zynga Inc. Employee Stock Purchase Plan prior to the date hereof.
- F3Represents 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 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.
- F4Vests as follows: 25% of the total shares underlying the restricted stock unit vested on November 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: 25% of the total shares underlying the restricted stock unit vested on February 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.
- F6Vests as follows: 25% of the total shares underlying the restricted stock unit vested on August 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.