Form Type: 4

SEC EDGAR Link
Accession Number:0001209191-15-035094
Date:2015-04-15
Issuer: ZYNGA INC (ZNGA)
Original Submission Date:

Reporting Person:

SHAH DEVANG
699 8TH STREET
SAN FRANCISCO, CA 94103

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
CLASS A COMMON STOCK 2015-04-15 C 313 a $0.00 136,288 direct
CLASS A COMMON STOCK 2015-04-15 M 6,250 a $0.00 142,538 direct
CLASS A COMMON STOCK 2015-04-16 S 2,450 d $2.45 140,088 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
RESTRICTED STOCK UNIT 0.0 2015-04-15 deemed execution date M 313 (d) 2018-08-18 class b common stock 313 $0.00 312 direct
CLASS B COMMON STOCK 0.0 2015-04-15 deemed execution date M 313 (a) class a common stock 313 $0.00 313 direct
CLASS B COMMON STOCK 0.0 2015-04-15 deemed execution date C 313 (d) class a common stock 313 $0.00 0 direct
RESTRICTED STOCK UNIT 0.0 2015-04-15 deemed execution date M 6,250 (d) 2019-06-08 class a common stock 6,250 $0.00 25,000 direct
Footnotes
IDfootnote
f1 each restricted stock unit represents a contingent right to receive 1 share of the issuer's class a common stock upon vest.
f2 represents 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 (the "rsus") 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.
f3 the reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $2.4538 to $2.4544 per share, 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 (3).
f4 each restricted stock unit represents a contingent right to receive 1 share of the issuer's class b common stock upon vest.
f5 vests as follows: 25% of the total shares underlying the restricted stock unit vested on july 15, 2012. the remaining shares vest, in equal quarterly installments of 1/16th of the grant amount thereafter, subject to continued service to the issuer through each vesting date.
f6 each share of class b common stock is convertible at any time at the option of the reporting person into one share of class a common stock and has no expiration date. class b common stock will convert automatically into class a common stock on the date on which the number of outstanding shares of class b common stock and class c common stock together represent less than 10% of the aggregate combined voting power of the issuer's capital stock. in addition, each share of class b common stock will convert automatically into one share of class a common stock upon the earlier of (i) any transfer, whether or not for value (subject to certain exceptions), or (ii) the death of the reporting person.
f7 vests as follows: 25% of the total shares underlying the restricted stock unit vested on april 15, 2013. the remaining shares vest, in equal quarterly installments of 1/16th of the grant amount thereafter, subject to continued service to the issuer through each vesting date.
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