SEC Form 4 · accession 0001209191-18-028180
ZYNGA INC · ZNGA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark J Pincus
Director · 10% Owner
Period of report
May 2, 2018
Accepted (ET)
May 4, 2018 · 5:52 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 2, 2018 | C | 54,870,384 | $0.00 | A | 55,047,329 | D | |
| Class A Common StockF2 | May 2, 2018 | C | 27,765,634 | $0.00 | A | 27,765,634 | I | See footnote |
| Class A Common StockF3 | May 2, 2018 | C | 1,327,300 | $0.00 | A | 1,327,300 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF4 | — | May 2, 2018 | C | 34,352,912 | D | — | — | Class A Common Stock | 34,352,912 | 0 | D |
| Class B Common StockF2,F4 | — | May 2, 2018 | C | 27,765,634 | D | — | — | Class A Common Stock | 27,765,634 | 0 | I |
| Class B Common StockF3,F4 | — | May 2, 2018 | C | 1,327,300 | D | — | — | Class A Common Stock | 1,327,300 | 0 | I |
| Class C Common StockF5 | — | May 2, 2018 | C | 20,517,472 | D | — | — | Class A Common Stock | 20,517,472 | 0 | D |
| Restricted Stock UnitF6,F7 | — | May 2, 2018 | A | 54,945 | A | — | May 2, 2025 | Class A Common Stock | 54,945 | 54,945 | D |
Explanation of responses
- F1This reported amount reflects 525 shares that were gifted to charity.
- F2Shares held directly by Ogden Enterprises LLC. Mr. Pincus serves as manager and holds sole voting and dispositive power with respect to the shares held by Ogden Enterprises LLC.
- F3Shares held jointly by the reporting person and his spouse. Mr. Pincus holds shared voting and dispositive power with respect to the shares.
- F4Represents the voluntary conversion of shares of Class B Common Stock into shares of Class A Common Stock.
- F5Represents the voluntary conversion of shares of Class C Common Stock into shares of Class A Common Stock.
- F6Each restricted stock unit represents a contingent right to receive 1 share of the Issuer's Class A Common Stock upon vest.
- F7Vests as follows: 25% of the restricted stock units vest on each of July 26, 2018, October 26, 2018, and January 26, 2019, and 25% of the restricted stock units vest on the earlier of April 26, 2019 or the date of the Issuer's next annual meeting, subject to continued service to the Issuer through each vesting date.