SEC Form 4 · accession 0001209191-17-027172
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
Apr 13, 2017
Accepted (ET)
Apr 17, 2017 · 7:48 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 | Apr 13, 2017 | M | 18,750 | — | A | 88,157 | D | |
| Class A Common StockF1 | Apr 13, 2017 | M | 31,250 | — | A | 119,407 | D | |
| Class A Common StockF2 | Apr 17, 2017 | S | 7,204 | $2.73 | D | 112,203 | D | |
| Class A Common StockF2 | Apr 17, 2017 | S | 12,006 | $2.73 | D | 100,197 | 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,F3 | — | Apr 13, 2017 | M | 18,750 | D | — | Oct 15, 2021 | Class A Common Stock | 18,750 | 112,500 | D |
| Restricted Stock UnitF1,F4 | — | Apr 13, 2017 | M | 31,250 | D | — | Apr 7, 2025 | Class A Common Stock | 31,250 | 250,000 | 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 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.
- F3Vests as follows: 1/4th 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.
- F4Vests as follows: 1/16th of the restricted stock units vested on July 15, 2015, and 1/16th of the restricted stock units vest quarterly thereafter, subject to continued service to the Issuer through each vesting date.