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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 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 Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Unit | $ 0 | 01/15/2012 | M | 2,500 | (3) | 04/15/2017 | Class B Common Stock (4) | 2,500 | $ 0 | 20,000 | D | ||||
| Class B Common Stock (4) | $ 0 | 01/15/2012 | M | 2,500 | (3) | (3) | Class A Common Stock | 2,500 | $ 0 | 143,722 (5) | D | ||||
| Class B Common Stock (4) | $ 0 | 01/15/2012 | C | 1,045 (6) | (3) | (3) | Class A Common Stock | 1,045 (6) | $ 0 | 142,677 | D | ||||
| Restricted Stock Unit | $ 0 | 01/15/2012 | M | 35,833 | (3) | 04/15/2017 | Class B Common Stock (4) | 35,833 | $ 0 | 322,500 | D | ||||
| Class B Common Stock (4) | $ 0 | 01/15/2012 | M | 35,833 | (3) | (3) | Class A Common Stock | 35,833 | $ 0 | 178,510 | D | ||||
| Class B Common Stock (4) | $ 0 | 01/15/2012 | C | 13,492 (6) | (3) | (3) | Class A Common Stock | 13,492 (6) | $ 0 | 165,018 | D | ||||
| Class B Common Stock (4) | $ 0 | (3) | (3) | Class A Common Stock | 200,000 | 200,000 | I | See footnote (7) | |||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Davis Reginald D. C/O ZYNGA INC. 699 EIGHTH STREET SAN FRANCISCO, CA 94103 |
Senior VP, GC, Secretary | |||
| /s/ Devang Shah, as power of attorney for Reginald D. Davis | 01/18/2012 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Represents the number of shares that were acquired upon conversion of Class B Common Stock to Class A Common Stock in connection with the net settlement of restricted stock units (the "RSUs") listed in Table II, based on the Issuer's fair market value per share on the close of the business day of the reported transaction, unless reported transaction falls on a non-business day, in which case the fair market value per share on the close of the prior business day is used. These shares were cancelled following such conversion to satisfy the tax withholding obligations of the Issuer. |
| (2) | Represents the number of shares cancelled to cover tax withholding in connection with the net settlement of RSUs listed in Table II, based on the Issuer's fair market value per share on the close of the business day of the reported transaction, unless reported transaction falls on a non-business day, in which case the fair market value per share on the close of the prior business day is used. |
| (3) | Not applicable. |
| (4) | 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. |
| (5) | The share amount includes an additional three shares from the balance of the Form 4 previously filed on January 4, 2012 . The previously filed Form 4 incorrectly stated a disposal of 700 shares for the tax withholding in connection with the net settlement of restricted stock units. The correct amount of securities disposed was 697 shares. |
| (6) | Represents shares that have been converted to Class A Common Stock and then cancelled to cover tax withholding in connection with the net settlement of RSUs, based on the Issuer's fair market value per share on the close of the business day of the reported transaction, unless reported transaction falls on a non-business day, in which case the fair market value per share on the close of the prior business day is used. The cancellation of the Class A Common Stock is listed in Table I. |
| (7) | Shares held jointly by Mr. and Mrs. Davis. Mr. Davis holds shared voting and dispositive power with respect to the shares held jointly. |