Filing Details
- Accession Number:
- 0001209191-20-019819
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2020-03-17 20:10:49
- Reporting Period:
- 2020-03-15
- Accepted Time:
- 2020-03-17 20:10:49
- SEC Url:
- Form 4 Filing
Issuer
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1337679 | D Frank Gibeau | C/O Zynga Inc. 699 8Th Street San Francisco CA 94103 | Chief Executive Officer | Yes | Yes | No | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Class A Common Stock | Acquisiton | 2020-03-15 | 404,930 | $0.00 | 409,832 | No | 4 | M | Direct | |
| Class A Common Stock | Disposition | 2020-03-15 | 200,765 | $6.55 | 209,067 | No | 4 | F | Direct | |
| Class A Common Stock | Acquisiton | 2020-03-15 | 217,879 | $0.00 | 426,946 | No | 4 | M | Direct | |
| Class A Common Stock | Disposition | 2020-03-15 | 108,025 | $6.55 | 318,921 | No | 4 | F | Direct | |
| Class A Common Stock | Acquisiton | 2020-03-16 | 270,127 | $2.28 | 589,048 | No | 4 | M | Direct | |
| Class A Common Stock | Disposition | 2020-03-16 | 270,127 | $6.19 | 318,921 | No | 4 | S | Direct |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | M | Direct | |
| No | 4 | F | Direct | |
| No | 4 | M | Direct | |
| No | 4 | F | Direct | |
| No | 4 | M | Direct | |
| No | 4 | S | Direct |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Class A Common Stock | Restricted Stock Unit | Disposition | 2020-03-15 | 404,930 | $0.00 | 404,930 | $0.00 |
| Class A Common Stock | Restricted Stock Unit | Disposition | 2020-03-15 | 217,879 | $0.00 | 217,879 | $0.00 |
| Class A Common Stock | Performance Stock Unit | Acquisiton | 2020-03-15 | 185,459 | $0.00 | 185,459 | $0.00 |
| Class A Common Stock | Restricted Stock Unit | Acquisiton | 2020-03-15 | 370,919 | $0.00 | 370,919 | $0.00 |
| Class A Common Stock | Stock Option (Right to Buy) | Acquisiton | 2020-03-15 | 531,914 | $0.00 | 531,914 | $6.55 |
| Class A Common Stock | Performance Stock Unit | Acquisiton | 2020-03-15 | 1,855,600 | $0.00 | 1,855,600 | $0.00 |
| Class A Common Stock | Restricted Stock Unit | Acquisiton | 2020-03-15 | 1,669,139 | $0.00 | 1,669,139 | $0.00 |
| Class A Common Stock | Stock Option (Right to Buy) | Disposition | 2020-03-16 | 270,127 | $0.00 | 270,127 | $2.28 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 1,619,720 | 2023-02-28 | No | 4 | M | Direct | |
| 653,634 | 2026-03-15 | No | 4 | M | Direct | |
| 185,459 | 2027-03-15 | No | 4 | A | Direct | |
| 370,919 | 2027-03-15 | No | 4 | A | Direct | |
| 531,914 | 2030-03-15 | No | 4 | A | Direct | |
| 1,855,600 | 2027-03-15 | No | 4 | A | Direct | |
| 1,669,139 | 2027-03-15 | No | 4 | A | Direct | |
| 4,729,873 | 2026-03-03 | No | 4 | M | Direct |
Reported Non-Derivative Holdings
| Sec. Name | Remaning Holdings | Nature of Ownership | Explanation |
|---|---|---|---|
| Class A Common Stock | 2,633,458 | Indirect | By Trust |
Footnotes
- Each restricted stock unit represents a contingent right to receive 1 share of the Issuer's Class A Common Stock upon vest.
- Represents shares withheld to satisfy tax withholding obligations in connection with the vesting of the restricted stock units described in Table II.
- The transaction was effected pursuant to a Rule 10b5-1 plan adopted on 11/27/2019.
- The reported price is a weighted average price (rounded to the nearest cent). These shares were sold in multiple transactions at prices ranging from $5.85 to $6.64, 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.
- Shares held directly by Frank Donald Gibeau Trust U/A DTD 12/13/2019. Mr. Gibeau serves as trustee and holds voting and dispositive power with respect to these shares.
- 5% of the shares subject to the award vested on June 15, 2016, and 5% of the shares subject to the award vest quarterly thereafter, generally subject to continued service to the Issuer through each vesting date.
- 25% of the shares subject to the award vested on March 15, 2020, and 6.25% of the shares subject to the award vest quarterly thereafter, generally subject to continued service to the Issuer through each vesting date.
- Each PSU represents a contingent right to receive a share of the Issuer's Class A common stock based upon the achievement of a specifiedfinancial metric (the Issuer's annual operating cash flow). Once the number of earned shares (if any) subject to the PSUs have beendetermined, 25% of the earned shares will vest on March 15, 2021, and 6.25% of the earned shares will vest quarterly thereafter, generallysubject to the reporting person's continued service to the Issuer through each vesting date. The number of shares reported herein is a targetnumber, and the actual number of shares issuable pursuant to the PSU will range from 0-120% of the number of target shares.
- 25% of the shares subject to the award will vest on March 15, 2021, and 6.25% of the shares subject to the award vest quarterly thereafter for aperiod of four years after the commencement date, generally subject to continued service to the Issuer through each vesting date.
- The exercise price of each stock option is the closing sales price of the Issuer's Class A common stock on the NASDAQ Stock Market on March13, 2020 (the most recent prior trading day prior to the time of grant).
- Each PSU represents a contingent right to receive a share of the Issuer's Class A common stock based upon the total shareholder return (TSR)of the Issuer's Class A common stock relative to the S&P MidCap 400 Index. The PSUs are divided into two equal tranches, with performanceperiods ending December 31, 2021 and 2022. Once the number of earned shares (if any) subject to the PSUs have been determined for eachtranche, that tranche will vest in three equal installments on March 15th of the year following the applicable performance period and eachanniversary of such date, generally subject to the reporting person's continued service to the Issuer through each vesting date.
- The number of shares reported herein is a target number, and the actual number of shares issuable pursuant to the PSU will range from 0-150% of the number of target shares. Earning the target number of shares requires performance at the 60th percentile level. If the Issuer's TSRis negative, no more than the target number of shares may be earned, even if relative TSR is at the 100th percentile of the index.
- 5% of the shares subject to the award will vest on June 15, 2021 and each quarter thereafter for a period of five years after thecommencement date, generally subject to continued service to the Issuer through each vesting date.
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