KARP JEFFREY S 4
4 · ZYNGA INC · Filed Dec 16, 2011
Insider Transaction Report
Form 4
ZYNGA INCZNGA
KARP JEFFREY S
Chief Mrktg, Revenue Officer
Transactions
- Award
Restricted Stock Unit
2011-12-15+1,000,000→ 1,000,000 totalExercise: $0.00Exp: 2018-08-18→ Class B Common Stock (1,000,000 underlying)
Footnotes (3)
- [F1]Represents restricted stock units (the "RSUs") that were granted on August 18, 2011. These RSUs have a term of 7 years and are settled in shares of the Issuer's Class B Common Stock. As granted, the vesting of the RSUs was subject to satisfaction of both a service-based condition and a liquidity event-based condition. The liquidity event-based condition was satisfied on December 15, 2011, upon the execution and effectiveness of an underwriting agreement by and among the Issuer, the underwriters and certain selling stockholders of the Issuer, in connection with the Issuer's initial public offering, but all shares remain subject to the service-based vesting condition.
- [F2]The service-based vesting condition will be satisfied as to 1/4th of the total shares underlying the RSU on July 25, 2012. The remaining shares vest, in equal quarterly installments thereafter, subject to continued service to the Issuer through each vesting date.
- [F3]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 (i) any transfer, whether or not for value, (subject to certain exceptions), or (ii) in the event of death of the Reporting Person.