0001209191-20-019823.txt : 20200317
0001209191-20-019823.hdr.sgml : 20200317
20200317201321
ACCESSION NUMBER: 0001209191-20-019823
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200315
FILED AS OF DATE: 20200317
DATE AS OF CHANGE: 20200317
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Kim Bernard Jin
CENTRAL INDEX KEY: 0001676704
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35375
FILM NUMBER: 20722800
MAIL ADDRESS:
STREET 1: C/O ZYNGA INC.
STREET 2: 699 8TH STREET
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94103
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: ZYNGA INC
CENTRAL INDEX KEY: 0001439404
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374]
IRS NUMBER: 421733483
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 699 EIGHTH STREET
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94103
BUSINESS PHONE: 800-762-2530
MAIL ADDRESS:
STREET 1: 699 EIGHTH STREET
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94103
FORMER COMPANY:
FORMER CONFORMED NAME: ZYNGA GAME NETWORK INC
DATE OF NAME CHANGE: 20080708
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2020-03-15
0
0001439404
ZYNGA INC
ZNGA
0001676704
Kim Bernard Jin
C/O ZYNGA INC.
699 8TH STREET
SAN FRANCISCO
CA
94103
0
1
0
0
President of Publishing
Class A Common Stock
2020-03-15
4
M
0
125000
A
933941
D
Class A Common Stock
2020-03-15
4
F
0
61976
6.55
D
871965
D
Class A Common Stock
2020-03-15
4
M
0
87152
A
959117
D
Class A Common Stock
2020-03-15
4
F
0
43210
6.55
D
915907
D
Class A Common Stock
2020-03-17
4
S
0
74876
6.01
D
841031
D
Restricted Stock Unit
2020-03-15
4
M
0
125000
0.00
D
2023-06-15
Class A Common Stock
125000
625000
D
Restricted Stock Unit
2020-03-15
4
M
0
87152
0.00
D
2026-03-15
Class A Common Stock
87152
261453
D
Performance Stock Unit
2020-03-15
4
A
0
83456
0.00
A
2027-03-15
Class A Common Stock
83456
83456
D
Restricted Stock Unit
2020-03-15
4
A
0
166913
0.00
A
2027-03-15
Class A Common Stock
166913
166913
D
Stock Option (Right to Buy)
6.55
2020-03-15
4
A
0
239361
0.00
A
2030-03-15
Class A Common Stock
239361
239361
D
Performance Stock Unit
2020-03-15
4
A
0
835020
0.00
A
2027-03-15
Class A Common Stock
835020
835020
D
Restricted Stock Unit
2020-03-15
4
A
0
751112
0.00
A
2027-03-15
Class A Common Stock
751112
751112
D
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 8/29/2019.
The reported price is a weighted average price (rounded to the nearest cent). These shares were sold in multiple transactions at prices ranging from $6.00 to $6.03, 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.
Remarks:
20% of the shares subject to the award vested on June 15, 2017, and 5% of the restricted stock units 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 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 September 15, 2021 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.
/s/ Matt Tolland, attorney-in-fact for Bernard J. Kim
2020-03-17