Sec Form 4 Filing - Shah Devang @ ZYNGA INC - 2015-01-15

Insider filing report for Changes in Beneficial Ownership
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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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Shah Devang
2. Issuer Name and Ticker or Trading Symbol
ZYNGA INC [ ZNGA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
General Counsel, Sec. and VP
(Last) (First) (Middle)
699 8TH STREET
3. Date of Earliest Transaction (MM/DD/YY)
01/15/2015
(Street)
SAN FRANCISCO, CA94103
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 01/15/2015 C 1,562 A $ 0 169,946 D
Class A Common Stock 01/15/2015 M 6,250 A $ 0 176,196 D
Class A Common Stock 01/16/2015 S 2,774 ( 1 ) D $ 2.5849 ( 2 ) 173,422 D
Class A Common Stock 01/16/2015 S 706 ( 1 ) D $ 2.585 172,716 D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 Se curity: 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 ( 3 ) $ 0 01/15/2015 M 1,250 ( 4 ) 03/30/2018 Class B Common Stock ( 5 ) 1,250 $ 0 0 D
Class B Common Stock ( 5 ) 01/15/2015 M 1,250 ( 5 ) ( 5 ) Class A Common Stock 1,250 $ 0 1,250 D
Class B Common Stock ( 5 ) 01/15/2015 C 1,250 ( 5 ) ( 5 ) Class A Common Stock 1,250 $ 0 0 D
Restricted Stock Unit ( 3 ) $ 0 01/15/2015 M 312 ( 6 ) 08/18/2018 Class B Common Stock ( 5 ) 312 $ 0 625 D
Class B Common Stock ( 5 ) 01/15/2015 M 312 ( 5 ) ( 5 ) Class A Common Stock 312 $ 0 312 D
Class B Common Stock ( 5 ) 01/15/2015 C 312 ( 5 ) ( 5 ) Class A Common Stock 312 $ 0 0 D
Restricted Stock Unit ( 7 ) $ 0 01/15/2015 M 6,250 ( 8 ) 06/08/2019 Class A Common Stock 6,250 $ 0 31,250 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Shah Devang
699 8TH STREET
SAN FRANCISCO, CA94103
General Counsel, Sec. and VP
Signatures
/s/ Sara Stapleton, as attorney-in-fact for Devang Shah 01/20/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the number of shares required to be sold to cover the statutory tax withholding obligations in connection with the vesting of the restricted stock units (the "RSUs") listed in Table II. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of minimum statutory tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary sale by the reporting person.
( 2 )The reported price in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.5849 to $2.585 per share, 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 (2).
( 3 )Each restricted stock unit represents a contingent right to receive 1 share of the issuer's Class B Common Stock upon vest.
( 4 )Vests as follows: 25% of the total shares underlying the restricted stock unit vested on January 15, 2012. The remaining shares vest, in equal quarterly installments of 1/16th of the grant amount thereafter, subject to continued service to the Issuer through each vesting date.
( 5 )Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. Class B Common Stock will convert automatically into Class A Common Stock on the date on which the number of outstanding shares of Class B Common Stock and Class C Common Stock together represent less than 10% of the aggregate combined voting power of the Issuer's capital stock. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon the earlier of (i) any transfer, whether or not for value (subject to certain exceptions), or (ii) the death of the Reporting Person.
( 6 )Vests as follows: 25% of the total shares underlying the restricted stock unit vested on July 15, 2012. The remaining shares vest, in equal quarterly installments of 1/16th of the grant amount thereafter, subject to continued service to the Issuer through each vesting date.
( 7 )Each restricted stock unit represents a contingent right to receive 1 share of the issuer's Class A Common Stock upon vest.
( 8 )Vests as follows: 25% of the total shares underlying the restricted stock unit vested on April 15, 2013. The remaining shares vest, in equal quarterly installments of 1/16th of the grant amount thereafter, subject to continued service to the Issuer through each vesting date.

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