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Filing Details

Accession Number:: 0001209191-20-019820
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-03-17 20:12:05
Reporting Period:: 2020-03-15

Accepted Time:: 2020-03-17 20:12:05
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1439404	Zynga Inc	ZNGA	Services-Computer Processing & Data Preparation (7374)	421733483

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1685979	Gerard James Griffin	C/O Zynga Inc. 699 8Th Street San Francisco CA 94103	Chief Financial Officer	No	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Class A Common Stock	Acquisiton	2020-03-15	87,152	$0.00	628,370	No	4	M	Direct
Class A Common Stock	Disposition	2020-03-15	43,210	$6.55	585,160	No	4	F	Direct
Class A Common Stock	Disposition	2020-03-16	43,942	$6.42	541,218	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	M	Direct
No	4	F	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Restricted Stock Unit	Disposition	2020-03-15	87,152	$0.00	87,152	$0.00
Class A Common Stock	Performance Stock Unit	Acquisiton	2020-03-15	83,456	$0.00	83,456	$0.00
Class A Common Stock	Restricted Stock Unit	Acquisiton	2020-03-15	166,913	$0.00	166,913	$0.00
Class A Common Stock	Stock Option (Right to Buy)	Acquisiton	2020-03-15	239,361	$0.00	239,361	$6.55
Class A Common Stock	Performance Stock Unit	Acquisiton	2020-03-15	835,020	$0.00	835,020	$0.00
Class A Common Stock	Restricted Stock Unit	Acquisiton	2020-03-15	751,112	$0.00	751,112	$0.00

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
261,453	2026-03-15	No	4	M	Direct
83,456	2027-03-15	No	4	A	Direct
166,913	2027-03-15	No	4	A	Direct
239,361	2030-03-15	No	4	A	Direct
835,020	2027-03-15	No	4	A	Direct
751,112	2027-03-15	No	4	A	Direct

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 08/29/2019.
The reported price is a weighted average price (rounded to the nearest cent). These shares were sold in multiple transactions at prices ranging from $6.35 to $6.45, 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.
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 specified financial metric (the Issuer's annual operating cash flow). Once the number of earned shares (if any) subject to the PSUs have been determined, 25% of the earned shares will vest on March 15, 2021, and 6.25% of the earned shares will vest quarterly thereafter, 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 0-120% 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 a period 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 March 13, 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 performance periods ending December 31, 2021 and 2022. Once the number of earned shares (if any) subject to the PSUs have been determined for each tranche, that tranche will vest in three equal installments on March 15th of the year following the applicable performance period and each anniversary 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 TSR is 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 January 15, 2022 and each quarter thereafter for a period of five years after the commencement date, generally subject to continued service to the Issuer through each vesting date.