SEC Form 4 · accession 0001209191-19-011771

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, 2019

Accepted (ET)

Feb 20, 2019 · 6:34 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
Class A Common Stock^F1	Feb 15, 2019	M	125,000	—	A	595,818	D
Class A Common Stock^F2	Feb 15, 2019	F	62,052	$5.03	D	533,766	D
Class A Common Stock	Feb 15, 2019	M	33,500	$2.71	A	571,362	D
Class A Common Stock^F4	Feb 15, 2019	S	41,500	$4.99	D	529,862	D
Class A Common Stock^F5,F6	Feb 15, 2019	A	4,096	$3.05	A	537,862	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,F7	—	Feb 15, 2019	M	125,000	D	—	Aug 8, 2023	Class A Common Stock	125,000	1,250,000	D
Stock Option (Right to Buy)^F8	$2.71	Feb 15, 2019	M	33,500	D	—	Aug 8, 2026	Class A Common Stock	33,500	4,799,000	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.
F3The transaction was effected pursuant to a Rule 10b5-1 plan.
F4The reported price is a weighted average price (rounded to the nearest cent). These shares were sold in multiple transactions at prices ranging from $4.96 to $5.025, 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.
F5Represents 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).
F6The 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.
F7Vests 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.
F8Vests as follows: 20% of the shares subject to the award vested on August 15, 2017, and 5% of the shares subject to the award vest quarterly thereafter, subject to continued service to the Issuer through each vesting date.