SEC Form 4 · accession 0001209191-18-011464
ZYNGA INC · ZNGA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Matthew S Bromberg
Officer — Chief Operating Officer
Period of report
Feb 15, 2018
Accepted (ET)
Feb 20, 2018 · 5:34 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 StockF1 | Feb 15, 2018 | M | 125,000 | — | A | 399,206 | D | |
| Class A Common StockF2 | Feb 15, 2018 | F | 44,150 | $3.57 | D | 355,056 | D | |
| Class A Common StockF3,F4 | Feb 15, 2018 | A | 5,000 | $2.24 | A | 360,056 | 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,F5 | — | Feb 15, 2018 | M | 125,000 | D | — | Aug 8, 2023 | Class A Common Stock | 125,000 | 1,750,000 | 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 shares withheld to satisfy tax withholding obligations in connection with the vesting of the restricted stock units described in Table II.
- F3Represents shares acquired under the Zynga Inc. Employee Stock Purchase Plan in transactions that were exempt under both Rule 16b-3(d) and Rule 16b-3(c).
- F4The purchase price of shares purchased pursuant to the Zynga Inc. Employee Stock Purchase Plan is equal to 85% of the lower of the fair market value of Class A common stock on the first day of an offering or on the date of purchase.
- F5Vests as follows: 20% of the restricted stock units vested on August 15, 2017, and 5% of the restricted stock units vest quarterly thereafter, subject to continued service to the Issuer through each vesting date.