SEC Form 4 · accession 0001209191-16-154530
ZYNGA INC · ZNGA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ellen F Siminoff
Director
Period of report
Dec 7, 2016
Accepted (ET)
Dec 9, 2016 · 6:45 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 StockF2,F3 | Dec 7, 2016 | S | 12,000 | $2.91 | D | 167,805 | D | |
| Class A Common StockF4 | Dec 9, 2016 | M | 19,084 | — | A | 186,889 | D | |
| Class A Common StockF5 | holding | — | — | — | 246,786 | I | By the D&E Living Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitF4,F6 | — | Dec 9, 2016 | M | 19,084 | D | — | Jun 9, 2023 | Class A Common Stock | 19,084 | 38,168 | D |
Explanation of responses
- F1The transaction was effected pursuant to a Rule 10b5-1 plan.
- F2The reported price in column 4 is a weighted average price (rounded to the nearest cent). These shares were sold in multiple transactions at prices ranging from $2.90 (rounded to the nearest cent) to $2.94 (rounded to the nearest cent) per share. 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 (2).
- F3In October 2016, the D&E Living Trust transferred 144,000 shares to the Reporting Person's personal account. This transfer increased the Reporting Person's direct holdings.
- F4Each restricted stock unit represents a contingent right to receive 1 share of the Issuer's Class A Common Stock upon vest.
- F5Shares held directly by the D&E Living Trust. The Reporting Person and David Siminoff serve as co-trustees and retain voting and dispositive power with respect to the shares held by the D&E Living Trust.
- F6The restricted stock units vest as follows: 25% of the restricted stock units vest on September 9, 2016, 25% of the restricted stock units vest on December 9, 2016, 25% of the restricted stock units vest on March 9, 2017 and 25% of the restricted stock units vest on the earlier of June 9, 2017 or the date of the Issuer's next annual meeting, subject to continued service to the Issuer through each vesting date.