SEC Form 4 · accession 0001209191-17-029840
ZYNGA INC · ZNGA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ellen F Siminoff
Director
Period of report
May 1, 2017
Accepted (ET)
May 3, 2017 · 8:09 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 | May 1, 2017 | M | 19,084 | — | A | 177,057 | D | |
| Class A Common StockF3 | May 1, 2017 | S | 12,000 | $2.91 | D | 165,057 | D | |
| Class A Common StockF4 | 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 UnitF1,F5 | — | May 1, 2017 | M | 19,084 | D | — | Jun 9, 2023 | Class A Common Stock | 19,084 | 0 | D |
| Restricted Stock UnitF1,F6 | — | May 1, 2017 | M | 69,686 | A | — | May 1, 2024 | Class A Common Stock | 69,686 | 69,686 | 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.
- F2The transaction was effected pursuant to a Rule 10b5-1 plan.
- F3The 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 $2.89 to $2.925 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.
- F4Shares 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.
- F5Vests as follows: 25% of the restricted stock units vest on each of September 9, 2016, December 9, 2016, and 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.
- F6Vests as follows: 25% of the restricted stock units vest on each of August 1, 2017, November 1, 2017, and February 1, 2018, and 25% of the restricted stock units vest on the earlier of May 1, 2018 or the date of the Issuer's next annual meeting, subject to continued service to the Issuer through each vesting date.