0001209191-11-061695.txt : 20111216 0001209191-11-061695.hdr.sgml : 20111216 20111216155116 ACCESSION NUMBER: 0001209191-11-061695 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20111215 FILED AS OF DATE: 20111216 DATE AS OF CHANGE: 20111216 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KARP JEFFREY S CENTRAL INDEX KEY: 0001516456 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35375 FILM NUMBER: 111266333 MAIL ADDRESS: STREET 1: 209 REDWOOD SHORES PARKWAY STREET 2: LEGAL DEPT CITY: REDWOOD CITY STATE: CA ZIP: 94065-1175 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ZYNGA INC CENTRAL INDEX KEY: 0001439404 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE 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 X0304 4 2011-12-15 0 0001439404 ZYNGA INC ZNGA 0001516456 KARP JEFFREY S C/O ZYNGA INC. 699 EIGHTH STREET SAN FRANCISCO CA 94103 0 1 0 0 Chief Mrktg, Revenue Officer Restricted Stock Unit 0.00 2011-12-15 4 A 0 1000000 0.00 A 2018-08-18 Class B Common Stock 1000000 1000000 D 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. 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. 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. /s/ Jeffrey S. Karp 2011-12-15