Zynga : Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned

(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction 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 (Month/Day/Year)

7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)CodeV

(A)

(D)Date ExercisableExpiration Date

TitleAmount or Number of Shares

9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Stock Option (Right to Buy)

$2 .7 1

03/15/2019

M

3 3 ,5 0 0

(3)

08/08/2026

C

Class A Co mmo n

Stock

• 33,500 $0 .0 0

  4 ,7 6 5 ,5 0 0

  DStock Option (Right to Buy)

  $5 .3 7(4)

  03/15/2019

  A

  7 2 6 ,1 4 1

  (5)

  03/15/2029

  C

  Class A Co mmo n

  Stock

• 726,141$0 .0 0

  7 2 6 ,1 4 1

  DRestricted Stock Unit

  (6)

  03/15/2019

  A

  3 4 8 ,6 0 5

  (5)

  03/15/2026

  C

  Class A Co mmo n

  Stock

• 348,605$0 .0 0

3 4 8 ,6 0 5

D

Explanation of Responses:

• 1. The transaction was effected pursuant to a Rule 10b5-1 plan.

• 2. The reported price is a weighted average price (rounded to the nearest cent). These shares were sold in multiple transactions at prices ranging from $5.345 to $5.41, 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. Vests as follows: 20% of the shares subject to the award vested on August 15, 2017, and 5% of the shares subject to the award vest quarterly thereafter, subject to continued service to the Issuer through each vesting date.

• 4. The exercise price of each stock option is the closing sales price of the Issuer's Class A common stock on March 15, 2019 (as quoted on the NASDAQ Stock Market).

• 5. Vests as follows: 25% of the shares subject to the award vest on March 15, 2020, and 6.25% of the shares subject to the award vest quarterly thereafter, subject to continued service to the Issuer through each vesting date.

6. Each restricted stock unit represents a contingent right to receive 1 share of the Issuer's Class A Common Stock upon vest.

Remarks:

/s/ Matt Tolland, as attorney-in-fact for Matthew S. Bromberg

03/19/2019

** Signature of Reporting Person Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.