Statement of Changes in Beneficial Ownership (4)
September 17 2021 - 6:28PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Ryan Jeffrey Miles |
2. Issuer Name and Ticker or Trading Symbol
ZYNGA INC
[
ZNGA
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief People Officer |
(Last)
(First)
(Middle)
C/O ZYNGA INC. 699 8TH STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/15/2021 |
(Street)
SAN FRANCISCO, CA 94103
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | 9/15/2021 | | M | | 56250 | A | (1) | 67433 | D | |
Class A Common Stock | 9/15/2021 | | F(2) | | 28415 | D | $7.90 | 39018 | D | |
Class A Common Stock | 9/15/2021 | | M | | 8716 | A | (1) | 47734 | D | |
Class A Common Stock | 9/15/2021 | | F(2) | | 4403 | D | $7.90 | 43331 | D | |
Class A Common Stock | 9/15/2021 | | M | | 7419 | A | (1) | 50750 | D | |
Class A Common Stock | 9/15/2021 | | F(2) | | 3748 | D | $7.90 | 47002 | D | |
Class A Common Stock | 9/15/2021 | | M | | 4451 | A | (1) | 51453 | D | |
Class A Common Stock | 9/15/2021 | | F(2) | | 2249 | D | $7.90 | 49204 | D | |
Class A Common Stock | 9/17/2021 | | S(3) | | 17170 | D | $7.8907 | 32034 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Restricted Stock Unit | (1) | 9/15/2021 | | M | | | 56250 | (4) | 12/15/2024 | Class A Common Stock | 56250 | $0.00 | 56250 | D | |
Restricted Stock Unit | (1) | 9/15/2021 | | M | | | 8716 | (5) | 3/15/2026 | Class A Common Stock | 8716 | $0.00 | 52290 | D | |
Restricted Stock Unit | (1) | 9/15/2021 | | M | | | 7419 | (6) | 3/15/2027 | Class A Common Stock | 7419 | $0.00 | 74183 | D | |
Performance Stock Unit | (1) | 9/15/2021 | | M | | | 4451 (7) | (8) | 3/15/2027 | Class A Common Stock | 4451 | $0.00 | 44511 | D | |
Explanation of Responses: |
(1) | Each restricted stock unit represents a contingent right to receive 1 share of the Issuer's Class A Common Stock upon vest. |
(2) | Represents shares sold to satisfy tax withholding obligations in connection with the vesting of the restricted stock units described in Table II. |
(3) | The transaction was effected pursuant to a Rule 10b5-1 plan adopted on 08/18/2020. |
(4) | 25% of the shares subject to the award vested on December 15, 2018, 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. |
(5) | 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. |
(6) | 25% of the shares subject to the award vested 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. |
(7) | Amounts represent the actual number of earned shares subject to the performance stock unit award, as determined by the Issuer's board of
directors. |
(8) | 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Ryan Jeffrey Miles C/O ZYNGA INC. 699 8TH STREET SAN FRANCISCO, CA 94103 |
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| Chief People Officer |
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Signatures
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/s/ Matt Tolland, as attorney-in-fact for Jeffrey M. Ryan | | 9/17/2021 |
**Signature of Reporting Person | Date |
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