UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the ~~month~~period ofended ~~November~~September 30, 2015

Commission File Number: 001-36368

KING DIGITAL ENTERTAINMENT PLC

(Exact Name of Registrant as Specified in Its Charter)

King Digital Entertainment plc

6^th Floor

2 Grand Canal Square

Dublin 2, Ireland

+44 (0) 20 3451 5464

(Address of principal executive offices)

King.com Inc.

188 King Street, Unit 302

San Francisco, CA 94107

(415) 777-8204

(Address of agent for service)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x Form 40-F ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

~~This~~KING ~~report~~DIGITAL ~~contains~~ENTERTAINMENT ~~King Digital Entertainment plc’s press release announcing results for the three and nine months ended September 30, 2015.~~PLC

EXHIBIT INDEX


	Pages
Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2015 and September 30, 2014		3

Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2015 and September 30, 2014		4

Condensed Consolidated Statements of Financial Position as at September 30, 2015 and December 31, 2014		5

Condensed Consolidated Statements of Changes in Equity for the nine months ended September 30, 2015 and September 30, 2014		6

Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2015 and September 30, 2014		7

Notes to the Condensed Consolidated Financial Statements		8

Management’s Discussion and Analysis of Financial Condition and Results of Operations		24

Risk Factors		40

Exhibit No.		Description
99.1		King Digital Entertainment plc’s Press Release “King Reports Third Quarter 2015 Results.”

KING DIGITAL ENTERTAINMENT PLC

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In US$ thousands, except per share data)

UNAUDITED

		Three Months Ended September 30,						Nine Months Ended September 30,
	Notes	2015			2014			2015			2014
Revenue	5	$	479,709		$	514,352		$	1,538,754		$	1,714,624
Other income			2,846			-			10,815			-
Costs and expenses:
Cost of revenue			148,561			163,389			484,850			541,969
Research and development			44,732			42,278			145,804			129,401
Sales and marketing			89,271			100,745			273,329			347,645
General and administrative			42,483			38,891			122,265			147,161
Total costs and expenses	6		325,047			345,303			1,026,248			1,166,176
Other gains	8		16,614			18,572			21,651			16,455
Net finance costs			(272	)		(177	)		(661	)		(709	)
Profit before tax			173,850			187,444			544,311			564,194
Income tax expense	9		31,166			45,779			118,199			129,960
Profit		$	142,684		$	141,665		$	426,112		$	434,234

Earnings per share attributable to the equity holders of the Company during the period
Basic earnings per share	10	$	0.46		$	0.45		$	1.36		$	1.41
Diluted earnings per share	10	$	0.45		$	0.45		$	1.34		$	1.38

See accompanying notes to the condensed consolidated financial statements.

KING DIGITAL ENTERTAINMENT PLC

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In US$ thousands)

UNAUDITED

	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
Profit for the period	$	142,684		$	141,665		$	426,112		$	434,234
Other comprehensive income:
Items that may be subsequently reclassified to profit
Exchange difference on translation of foreign subsidiaries, net of tax $0		(3,971	)		(28,700	)		(16,292	)		(27,273	)
Total comprehensive income for the period	$	138,713		$	112,965		$	409,820		$	406,961

See accompanying notes to the condensed consolidated financial statements.

KING DIGITAL ENTERTAINMENT PLC

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(In US$ thousands)

			September 30,		December 31,
	Notes		2015		2014
			(Unaudited)
Assets
Current assets
Cash and cash equivalents		11	$	920,302	$	963,972
Trade and other receivables		12		210,811		228,392
Income tax receivable				38,864		103,748
Total current assets				1,169,977		1,296,112
Non current assets
Intangible assets, net		13		103,825		48,587
Property, plant and equipment, net		14		43,074		34,310
Deferred tax assets		15		19,552		14,733
Income tax receivable				42,462		38,431
Other deposits				2,571		9,604
Total non current assets				211,484		145,665
Total assets			$	1,381,461	$	1,441,777
Liabilities and shareholders' equity
Current liabilities
Trade and other payables		16		101,634		137,638
Deferred revenue				38,617		34,310
Income tax liabilities				148,594		232,637
Provision for other liabilities				3,817		-
Total current liabilities				292,662		404,585
Non current liabilities
Deferred tax liabilities		15		3,968		669
Income tax liabilities				51,897		51,589
Provision for other liabilities				6,658		3,055
Other non current liabilities				3,668		13,000
Total non current liabilities				66,191		68,313
Total liabilities			$	358,853	$	472,898
Shareholders' equity
Share capital		17		77		78
Other reserves				382,293		456,499
Retained earnings				640,238		512,302
Total shareholders' equity				1,022,608		968,879
Total liabilities and shareholders' equity			$	1,381,461	$	1,441,777

See accompanying notes to the condensed consolidated financial statements.

KING DIGITAL ENTERTAINMENT PLC

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(In US$ thousands)

UNAUDITED

				Other Reserves
	Share capital			Other reserves			Other comprehensive income - translation reserve			Share-based payment reserve			Retained earnings			Total shareholders' equity
Balance as of January 1, 2014	$	65		$	3,695		$	3,782		$	58,518		$	301,327		$	367,387
Profit for the period		-			-			-			-			434,234			434,234
Currency translation differences		-			-			(27,273	)		-			-			(27,273	)
Total comprehensive income for the period		-			-			(27,273	)		-			434,234			406,961
Share-based payments		-			-			-			80,832			-			80,832
Issuance of shares		55			8,910			-			(8,883	)		-			82
Cancellation of shares		(42	)		-			-			-			-			(42	)
Reorganization and initial public offering		-			328,215			-			-			-			328,215
Dividends		-			-			-			-			(363,876	)		(363,876	)
Balance as of September 30, 2014	$	78		$	340,820		$	(23,491	)	$	130,467		$	371,685		$	819,559


Balance as of January 1, 2015	$	78		$	344,227		$	(42,135	)	$	154,407		$	512,302		$	968,879
Profit for the period		-			-			-			-			426,112			426,112
Currency translation differences		-			-			(16,292	)		-			-			(16,292	)
Total comprehensive income for the period		-			-			(16,292	)		-			426,112			409,820
Share-based payments		-			-			-			65,415			-			65,415
Repurchase of shares		(1	)		(125,728	)		-			-			-			(125,729	)
Issuance of shares		-			20,021			-			(17,622	)		-			2,399
Dividends		-			-			-			-			(298,176	)		(298,176	)
Balance as of September 30, 2015	$	77		$	238,520		$	(58,427	)	$	202,200		$	640,238		$	1,022,608

The amounts above are shown net of income tax expense.

See accompanying notes to the condensed consolidated financial statements.

KING DIGITAL ENTERTAINMENT PLC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In US$ thousands)

UNAUDITED

	Nine Months Ended September 30,
	2015			2014
Cash flows from operating activities
Profit for the period	$	426,112		$	434,234
Adjustments to reconcile profit to net cash provided by operating activities:
Depreciation and amortization		19,328			9,292
Equity settled share-based payments		64,579			94,865
Unrealized foreign currency exchange gain		(8,388	)		(14,605	)
Loss on disposal of property, plant and equipment & intangible assets & derecognition of intangible assets		1,496			692
Impairment charge		2,104			-
Net finance costs		661			709
Income tax expense		118,199			129,960
Change in fair value of contingent consideration		(19,000	)		-
Change in deferred revenue		4,307			9,802
Change in provisions		7,420			(6,953	)
Changes in operating assets and liabilities:
Trade receivables		24,156			32,413
Prepayments, other receivables, current and non current assets		(1,898	)		(18,377	)
Trade payables		(7,174	)		(13,334	)
Accrued expenses and other liabilities		(25,591	)		(55,173	)
Cash generated from operations		606,311			603,525
Interest received		214			181
Finance costs paid		(590	)		(759	)
Income tax paid, net of refunds		(141,648	)		(96,232	)
Net cash provided by operating activities		464,287			506,715
Cash flows from investing activities
Purchases of intangible assets		(9,951	)		(5,520	)
Purchase of property, plant and equipment		(25,419	)		(18,270	)
Purchase of business, net of cash acquired		(44,574	)		(18,039	)
Net cash used in investing activities		(79,944	)		(41,829	)
Cash flows from financing activities
Payment of dividends		(298,176	)		(217,116	)
Proceeds from initial public offering		-			329,404
Repurchase of the company's share capital		(125,729	)		(1,240	)
Proceeds from exercise of share options and employee share plan		2,399			3,062
Net cash (used in) provided by financing activities		(421,506	)		114,110
Net (decrease) increase in cash and cash equivalents		(37,163	)		578,996
Cash and cash equivalents at the beginning of the period		963,972			408,695
Exchange losses on cash and cash equivalents		(6,507	)		(11,336	)
Cash and cash equivalents at the end of the period	$	920,302		$	976,355

See accompanying notes to the condensed consolidated financial statements.

KING DIGITAL ENTERTAINMENT PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED

1.	General information

King Digital Entertainment plc (KDE) and its subsidiaries (together, the Group or the Company) produce and distribute digital games on multiple platforms. The Company is incorporated under the laws of Ireland under the Irish Companies Act (2014). The company’s registered office is 6th Floor, 2 Grand Canal Square, Dublin 2, Ireland.

These condensed consolidated financial statements are presented in U.S. dollars and all values are rounded to the nearest thousands ($000), except per share amounts or when otherwise indicated.

The financial statements were authorized for issue by the Board of Directors (the Board) on November 4, 2015.

2.	Basis of preparation

The condensed consolidated financial statements of the Group for the nine months ended September 30, 2015 and 2014 have been prepared in accordance with International Accounting Standard 34, ‘Interim Financial Reporting’ (IAS 34), as issued by the International Accounting Standards Board (IASB).

The condensed consolidated financial statements should be read in conjunction with the annual financial statements of the Group for the year ended December 31, 2014, which have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the IASB.

Certain prior period comparatives have been reclassified to conform to the current period’s presentation.

The accounting policies adopted are consistent with those applied to the consolidated financial statements of the Group for the year ended December 31, 2014.

3.	Critical accounting estimates and judgments

The preparation of interim financial statements in conformity with IAS 34 requires the use of certain critical accounting estimates and judgments.

Estimates and judgments are continually evaluated and are based on historical experience and other relevant factors, including expectations of future events that are believed to be reasonable under the circumstances.

In preparing these condensed consolidated financial statements, the significant judgments made by management in applying the Group’s accounting policies and the key sources of estimation and uncertainty were the same as those applied to the consolidated financial statements for the year ended December 31, 2014, except for the following:

(a)

Revenue recognition

Our virtual currency does not expire. Based on historical usage patterns, some virtual currency will never be used and is referred to as “breakage.” We estimate breakage revenue using payer activity to assess when the likelihood of a payer spending virtual currency is remote.

4.	Financial risk management

Fair value measurements

Fair value estimation

The table below analyzes financial instruments carried at fair value, by valuation method. The different levels have been defined as follows:

Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1).

Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (Level 2).

Inputs for the asset or liability that are not based on observable market data (Level 3).

KING DIGITAL ENTERTAINMENT PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED

The following table presents the group’s financial liabilities that are measured at fair value at September 30, 2015.

	Level 1		Level 2		Level 3		Total
(in thousands)
Liabilities
Financial liabilities at fair value through profit and loss
Contingent consideration	$	-	$	-	$	2,700	$	2,700
Total liabilities	$	-	$	-	$	2,700	$	2,700

The following table presents the changes in Level 3 instruments for the nine month period ending September 30, 2015

	Contingent consideration in a business combination
(in thousands)
As of January 1, 2015	$	13,000
Acquisition of Z2 Live, Inc.		8,700
Remeasurement of contingent consideration		(19,000	)
As of September 30, 2015	$	2,700

5.	Segments and geographical information

The Group has one operating segment with one business activity: developing and monetizing digital games.

The following represents revenue based on geographic location of paying players:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
(in thousands)
United States	$	242,709	$	241,103	$	780,988	$	840,374
Rest of world ⁽¹⁾		237,000		273,249		757,766		874,250
Total revenue	$	479,709	$	514,352	$	1,538,754	$	1,714,624

⁽¹⁾

No individual country exceeded 10% of our total revenue for any period presented.

The following represents non-current assets (excluding deferred tax assets) by location:

	September 30,		December 31,
	2015		2014
(in thousands)
Malta	$	81,259	$	74,708
United States		56,828		-
United Kingdom		16,457		26,296
Rest of world		37,388		29,928
Non current assets	$	191,932	$	130,932

KING DIGITAL ENTERTAINMENT PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED

6.	Costs and expenses

	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
(in thousands)
Payments to platform providers and partners	$	139,652	$	156,306	$	461,387	$	519,954
Marketing and advertising		77,830		93,738		241,005		323,802
Employee benefits expense (note 7)		62,568		63,568		204,998		229,297
Office, data center and related services		12,160		9,764		31,443		24,991
Rental payments		4,773		3,327		13,283		7,435
Depreciation and amortization		7,266		3,473		19,328		9,292
Impairment charge		2,104		-		2,104		-
Other expenses		18,694		15,127		52,700		51,405
Total costs and expenses	$	325,047	$	345,303	$	1,026,248	$	1,166,176

7.	Employee benefits expense

	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
(in thousands)
Wages and salaries	$	32,751	$	24,287	$	99,198	$	90,370
Share-based payments		16,732		27,966		66,084		107,126
Social security costs		6,410		5,863		19,311		21,467
Pension costs - defined contribution plans		1,190		909		3,674		2,818
Post-acquisition compensation		2,588		2,291		10,928		2,291
Other charges		2,897		2,252		5,803		5,225
Total employee benefit expense	$	62,568	$	63,568	$	204,998	$	229,297

8.	Other gains

	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
(in thousands)
Foreign currency exchange gain	$	1,614	$	16,072	$	2,651	$	13,955
Remeasurement of contingent consideration		15,000		-		19,000		-
Other gain		-		2,500		-		2,500
Other gains	$	16,614	$	18,572	$	21,651	$	16,455

KING DIGITAL ENTERTAINMENT PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED

9.	Income tax expense

	Three Months Ended September 30,					Nine Months Ended September 30,
	2015			2014		2015			2014
(in thousands)
Current tax:
Current tax on profit for the period	$	37,393		$	42,615	$	126,432		$	121,620
Adjustment in respect to prior period		(3,323	)		-		(3,323	)		92
Total current tax	$	34,070		$	42,615	$	123,109		$	121,712
Deferred tax:
Origination and reversal of temporary differences		(2,904	)		3,164		(4,910	)		8,248
Total deferred tax	$	(2,904	)	$	3,164	$	(4,910	)	$	8,248
Total income tax expense	$	31,166		$	45,779	$	118,199		$	129,960

10.	Earnings per share

Basic earnings per share is calculated by dividing profit attributable to ordinary equity holders of the Company by the weighted-average number of ordinary shares in issue during the periods ending September 30, 2015 and 2014.

	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
(in thousands, except per share data)
Basic:
Profit attributable to equity holders of the Company ($)		142,684		141,665		426,112		434,234
Weighted-average number of shares in issue		311,473		312,500		312,326		307,068
Basic earnings per share ($)		0.46		0.45		1.36		1.41
Diluted:
Profit attributable to equity holders of the Company ($)		142,684		141,665		426,112		434,234
Weighted-average number of shares in issue		317,026		317,564		317,638		314,370
Diluted earnings per share ($)		0.45		0.45		1.34		1.38

Share options outstanding, unvested restricted shares and unvested restricted stock units on a weighted average basis have been included in the diluted earnings per share calculation.

	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
(in thousands)
Diluted
Weighted-average number of shares in issue		311,473		312,500		312,326		307,068
Adjusted for:
- Unvested restricted shares		1,049		4,834		1,554		6,033
- Share options		2,883		-		2,517		1,146
- Restricted stock units		1,621		230		1,241		123
Weighted-average number of shares for diluted earnings per share		317,026		317,564		317,638		314,370

KING DIGITAL ENTERTAINMENT PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED

The weighted-average number of shares summarized below were excluded from the calculation of diluted earnings per share because their effect would have been anti-dilutive for the periods presented.

	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
(in thousands)
Restricted shares		61		235		172		238
Share options		20,987		24,412		21,411		23,689
Restricted stock units		3,962		1,079		3,727		664
Weighted-average number of shares		25,010		25,726		25,310		24,591

11.	Cash and cash equivalents

	September 30,		December 31,
	2015		2014
(in thousands)
Cash	$	918,215	$	961,345
Cash held on behalf of players		2,087		2,627
Total cash and cash equivalents	$	920,302	$	963,972

Cash held on behalf of players from the Group’s online skill tournament business is subject to some restrictions over its use. An equal liability is recognized in the statement of financial position within trade and other payables (note 16).

12.	Trade and other receivables

	September 30,		December 31,
	2015		2014
(in thousands)
Trade receivables	$	176,031	$	204,289
Prepayments and other receivables		34,780		24,103
Current trade and other receivables	$	210,811	$	228,392

Trade receivables relate to remittances from web and mobile platform providers. The Group assesses the credit quality of these platforms and have no concerns about the collectability of these balances.

KING DIGITAL ENTERTAINMENT PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED

13.	Intangible assets

	Goodwill			Patents		Domain names			Computer software			Internally generated software			Total
(in thousands)
Cost
As of January 1, 2015	$	31,769		$	4,150	$	742		$	6,306		$	15,101		$	58,068
Additions		-			-		-			2,474			7,477			9,951
Acquisition of subsidiaries		44,984			-		-			2,366			6,214			53,564
Derecognition		-			-		-			-			(1,263	)		(1,263	)
Exchange differences		(213	)		-		(57	)		(125	)		(253	)		(648	)
As of September 30, 2015	$	76,540		$	4,150	$	685		$	11,021		$	27,276		$	119,672


Accumulated amortization
As of January 1, 2015	$	-		$	308	$	312		$	2,158		$	6,703		$	9,481
Charge for the period		-			460		26			2,337			3,842			6,665
Exchange differences		-			-		(24	)		(69	)		(206	)		(299	)
As of September 30, 2015	$	-		$	768	$	314		$	4,426		$	10,339		$	15,847

Carrying amount
As of December 31, 2014	$	31,769		$	3,842	$	430		$	4,148		$	8,398		$	48,587
As of September 30, 2015	$	76,540		$	3,382	$	371		$	6,595		$	16,937		$	103,825

Derecognition represents internally generated software abandoned during the period.

The amortization expense for the nine month period ended September 30, 2015 of $6.7 million (September 30, 2014: $2.7 million) is included in ‘Costs and expenses’, within general and administrative and research and development expenses.

KING DIGITAL ENTERTAINMENT PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED

14.	Property, plant and equipment

	Fixtures, fittings and office equipment			Leasehold improvements			Computer hardware			Total
(in thousands)
Cost
As of January 1, 2015	$	5,705		$	17,347		$	24,736		$	47,788
Additions		6,303			9,341			9,775			25,419
Acquisition of subsidiaries		178			9			128			315
Impairment		-			(2,104	)		-			(2,104	)
Transfers		1,388			(3,831	)		2,443			-
Disposals		(192	)		(36	)		(72	)		(300	)
Exchange differences		(486	)		(649	)		(1,670	)		(2,805	)
As of September 30, 2015	$	12,896		$	20,077		$	35,340		$	68,313

Accumulated depreciation
As of January 1, 2015	$	1,464		$	1,211		$	10,803		$	13,478
Charge for the period		2,165			2,505			7,993			12,663
Disposals		(34	)		(4	)		(29	)		(67	)
Exchange differences		(78	)		(60	)		(697	)		(835	)
As of September 30, 2015	$	3,517		$	3,652		$	18,070		$	25,239

Carrying amount
As of December 31, 2014	$	4,241		$	16,136		$	13,933		$	34,310
As of September 30, 2015	$	9,379		$	16,425		$	17,270		$	43,074

The depreciation expense for the nine month period ended September 30, 2015 of $12.7 million (September 30, 2014: $6.6 million) is included in ‘Costs and expenses’ within general and administrative expenses.

The carrying amount of the Leasehold improvements has been reduced to its recoverable amount through recognition of an impairment charge. This charge has been included in ‘Costs and expenses’ within general and administrative expenses.

15.	Deferred taxation

Deferred tax assets and liabilities are reflected in the condensed consolidated statements of financial position, as follows:

	September 30,			December 31,
	2015			2014
(in thousands)
Deferred tax assets	$	19,552		$	14,733
Deferred tax liabilities		(3,968	)		(669	)
Net deferred assets	$	15,584		$	14,064

KING DIGITAL ENTERTAINMENT PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED

16.	Trade and other payables

	September 30,		December 31,
	2015		2014
(in thousands)
Trade payables	$	10,311	$	17,403
Accrued marketing expenses		42,208		36,133
Accrued employee expenses		14,798		47,218
Accrued capital work in progress		2,183		4,247
Social security and other indirect taxes		11,453		24,597
Liability relating to player balances		2,087		2,627
Contingent consideration		700		-
Unearned income		2,502		566
Other liabilities		15,392		4,847
Total trade and other payables	$	101,634	$	137,638

Liability relating to player balances is equal to the amount of cash held on behalf of players (note 11).

17.	Share capital

The total number of authorized shares by class is as follows:

	September 30,		December 31,
	2015		2014
Ordinary shares		1,000,000,000		1,000,000,000
Preferred shares		12,500,000		12,500,000
Euro deferred shares		40,000		40,000
Total		1,012,540,000		1,012,540,000

Ordinary shares

There is one class of ordinary shares authorized with a nominal value of $0.00008 per share.

The holders of ordinary shares are entitled to receive dividends out of funds legally available at the time and in the amounts that the Company’s Board may determine. Holders of ordinary shares are entitled to one vote per share. In the event of liquidation, reduction of capital or otherwise, the holders of ordinary shares shall be entitled to distribution of assets, after payments are made to preference shares in the Company then in issue, equally and pro rata to the number of ordinary shares held. Other than where statutory pre-emption rights have been disapplied by special resolution, any new shares will be offered for subscription to the holders of the ordinary shares in proportion to the shares held by each of them. Such statutory pre-emption rights have been disapplied for a period of five years from March 25, 2014, with the intention to be renewed at the end of this period.

Preferred shares

There is one class of preferred shares authorized with a nominal value of $0.00008 per share.

The holders of preferred shares are entitled to receive dividends at such rates, on such conditions and at such times as the Directors may fix in any resolution adopted by the Board providing for the issue of such preferred shares. Preferred shares shall have such voting powers as are stated and expressed in any resolution adopted by the Board providing for the issue of preferred shares. Preferred shares shall be entitled to such rights upon the dissolution of the Company, or upon any distribution of its assets, as the Directors may fix in any resolution adopted by the Board providing for the issue of such preferred shares. Preferred shares shall be convertible into, or exchangeable for, shares of any other class at such price or at such rates of exchange and with such adjustments as the Directors determine.

KING DIGITAL ENTERTAINMENT PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED

Euro deferred shares

Euro deferred shares are non-voting and not entitled to a dividend. Euro deferred shares shall only be entitled to participate in an exit event if the proceeds exceed €100 billion ($130 billion).

There is one class of deferred shares authorized with a per share nominal value denominated in euros of €1.00 ($1.30).

Movement in share capital is as follows:

	Ordinary Shares⁽¹⁾						Euro Deferred Shares				Total
	Shares			$			Shares		$		Shares			$
At January 1, 2015		321,958,914			25,758			40,000		52,040		321,998,914			77,798
Shares repurchased		(8,425,514	)		(674	)		-		-		(8,425,514	)		(674	)
Options exercised		1,444,580			116			-		-		1,444,580			116
RSUs vested		475,317			38			-		-		475,317			38
At September 30, 2015		315,453,297			25,238			40,000		52,040		315,493,297			77,278

⁽¹⁾

Includes unvested restricted shares. Refer to note 18 for further details.

Share repurchase program

On November 4, 2014, our Board approved, subject to requisite regulatory and shareholder approval, a one year share repurchase program of up to $150 million worth of our ordinary shares to be effected through open market purchases. We obtained the requisite approvals for the program from shareholders and the Irish Takeover Panel on January 29, 2015.

For the nine month period ended September 30, 2015, we repurchased an aggregate of 8,249,313 shares for $126 million under this program.

18.	Share-based payments

The following tables summarize the methods used to measure the fair value for each type of share-based award and the related vesting period over which the expense is recognized:

Type of Award	Vesting period	Fair Value Measure	Classification
Restricted Shares	Predominately over a four-year period, with a one-year cliff, followed by quarterly vesting	Monte Carlo valuation model	Equity-settled

Share Options	Predominately over a four-year period, with a one-year cliff, followed by quarterly vesting	Black-Scholes option pricing model	Equity-settled

Restricted Stock Units	Predominately over a four-year period, with a one-year cliff, followed by quarterly vesting	Black-Scholes option pricing model	Equity-settled

KING DIGITAL ENTERTAINMENT PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED

Restricted shares

The Company awarded restricted shares previously referred to as D1, D2 and D3 ordinary restricted shares (the restricted shares) to certain employees and non-executive directors, the movement in these awards during the nine months ended September 30, 2015 and 2014 is as follows:

	D1 Restricted Shares			D2 Restricted Shares			D3 Restricted Shares			Total Restricted Shares
At January 1, 2014		4,880,168			3,700,906			-			8,581,074
Granted		167,500			-			10,855,580			11,023,080
Forfeited		(88,594	)		-			-			(88,594	)
Vested		(2,469,499	)		(1,678,299	)		-			(4,147,798	)
Converted		-			-			(8,273,646	)		(8,273,646	)
At September 30, 2014		2,489,575			2,022,607			2,581,934			7,094,116

At January 1, 2015		2,159,362			1,338,683			2,535,097			6,033,142
Forfeited

Filing Compare · King Digital Entertainment plc