Statement of Changes in Beneficial Ownership (4)
July 17 2020 - 4:27PM
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)
7/15/2020 |
(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 | 7/15/2020 | | M | | 3419 | A | (1) | 20393 | D | |
Class A Common Stock | 7/15/2020 | | F | | 1696 (2) | D | $9.47 | 18697 | D | |
Class A Common Stock | 7/15/2020 | | M(3) | | 7789 | A | $3.48 | 26486 | D | |
Class A Common Stock | 7/15/2020 | | S(3) | | 7789 | D | $9.46 (4) | 18697 | D | |
Class A Common Stock | 7/16/2020 | | S(3) | | 1723 | D | $9.40 (5) | 16974 | 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) | 7/15/2020 | | M | | | 3419 | (6) | 3/28/2025 | Class A Common Stock | 3419 | $0.00 | 23936 | D | |
Stock Option (Right to Buy) | $3.48 | 7/15/2020 | | M (3) | | | 7789 | (6) | 3/28/2028 | Class A Common Stock | 7789 | $0.00 | 54521 | 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 withheld 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 08/14/2019. |
(4) | The reported price is a weighted average price (rounded to the nearest cent). These shares were sold in multiple transactions at prices ranging from $9.37 to $9.62, 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. |
(5) | The reported price is a weighted average price (rounded to the nearest cent). These shares were sold in multiple transactions at prices ranging from $9.30 to $9.455, 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. |
(6) | Vests as follows: 25% of the shares subject to the award vested on April 15, 2019, and 6.25% of the shares subject to the award will vest quarterly thereafter, subject to 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 | | 7/17/2020 |
**Signature of Reporting Person | Date |
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