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BUCKLEY JEFFREY

Date Filed : Aug 18, 2020

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SEC FORM 4SEC Form 4
FORM 4UNITED 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
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Buckley Jeffrey
(Last)(First)(Middle)
C/O ZYNGA INC.
699 8TH STREET
(Street)
SAN FRANCISCOCA94103
(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
ZYNGA INC [ ZNGA ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Accounting Officer
3. Date of Earliest Transaction (Month/Day/Year)
08/15/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)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)
CodeVAmount(A) or (D)Price
Class A Common Stock08/15/2020M18,750A$0.00(1)92,983D
Class A Common Stock08/15/2020F9,297(2)D$9.3883,686D
Class A Common Stock08/17/2020M6,250A$3.3989,936D
Class A Common Stock08/17/2020S(3)6,250D$9.35(4)83,686D
Class A Common Stock08/18/2020S(3)4,727D$9.42(5)78,959D
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 (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)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 (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit(1)08/15/2020M18,750 (6)05/15/2024Class A Common Stock18,750$0.0056,250D
Stock Option (Right to Buy)$3.3908/17/2020M(3)6,250 (7)05/15/2027Class A Common Stock6,250$0.0018,750D
Explanation of Responses:
1. Each restricted stock unit represents a contingent right to receive 1 share of the Issuer's Class A common stock upon vesting.
2. Represents shares withheld to satisfy tax withholding obligations in connection with the vesting of the restricted stock units described in Table II.
3. The transaction was effected pursuant to a Rule 10b5-1 plan adopted on 08/06/2019.
4. The reported price is a weighted average price (rounded to the nearest cent). These shares were sold in multiple transactions at prices ranging from $9.28 to $9.41, 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.
5. The reported price is a weighted average price (rounded to the nearest cent). These shares were sold in multiple transactions at prices ranging from $9.33 to $9.45, 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.
6. Vests as follows: 25% of the restricted stock units vested on May 15, 2018, with an additional 6.25% of the restricted stock units vesting quarterly thereafter until fully vested, subject to continued service to the Issuer through each vesting date.
7. Vests as follows: 25% of the stock options vested on May 15, 2018, with an additional 6.25% of the stock options vesting quarterly thereafter until fully vested, subject to continued service to the Issuer through each vesting date.
Remarks:
/s/ Matt Tolland, attorney-in-fact for Jeffrey Buckley08/18/2020
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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