SEC Form 4 · accession 0001209191-17-004337

ZYNGA INC · ZNGA

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

Reporting owner

Devang Shah

Officer — General Counsel, Sec. and SVP

Period of report

Jan 17, 2017

Accepted (ET)

Jan 18, 2017 · 8:35 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
Class A Common Stock^F1	Jan 17, 2017	M	31,250	—	A	84,913	D
Class A Common Stock^F1	Jan 17, 2017	M	18,750	—	A	103,663	D
Class A Common Stock^F2	Jan 18, 2017	S	13,357	$2.60	D	90,306	D
Class A Common Stock^F2	Jan 18, 2017	S	8,402	$2.60	D	81,904	D
Class A Common Stock^F4	Jan 18, 2017	S	12,525	$2.61	D	69,379	D
Class A Common Stock^F4	Jan 18, 2017	S	7,244	$2.61	D	62,135	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,F5	—	Jan 17, 2017	M	31,250	D	—	Apr 7, 2025	Class A Common Stock	31,250	281,250	D
Restricted Stock Unit^F1,F6	—	Jan 17, 2017	M	18,750	D	—	Oct 15, 2021	Class A Common Stock	18,750	131,250	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 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 transaction was effected pursuant to a Rule 10b5-1 plan.
F4The 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 $2.60 to $2.63 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 (4).
F5Vests as follows: 25% of the restricted stock units vested on April 15, 2015, and 1/16th of the restricted stock units vest quarterly thereafter, subject to continued service to the Issuer through each vesting date.
F6Vests as follows: 25% of the restricted stock units vested on October 15, 2015, and 1/16th of the restricted stock units vest quarterly thereafter, subject to continued service to the Issuer through each vesting date.