Frank D. Gibeau - Dec 15, 2021 Form 4 Insider Report for ZYNGA INC (ZNGA)

Role: Chief Executive Officer, Director
Signature: /s/ Matt Tolland, as attorney-in-fact for Frank D. Gibeau
Stock symbol: ZNGA
Transactions as of: Dec 15, 2021
Transactions value $: -$551,824
Form type: 4
Date filed: 12/17/2021, 05:04 PM
Previous filing: Oct 19, 2021
Next filing: Jan 19, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ZNGA	Class A Common Stock	Options Exercise		+54.5K	+22.57%		296K	Dec 15, 2021	Direct	F1
transaction	ZNGA	Class A Common Stock	Tax liability	-$172K	-27.3K	-9.25%	$6.28	268K	Dec 15, 2021	Direct	F2
transaction	ZNGA	Class A Common Stock	Options Exercise		+23.2K	+8.64%		292K	Dec 15, 2021	Direct	F1
transaction	ZNGA	Class A Common Stock	Tax liability	-$73.1K	-11.6K	-3.99%	$6.28	280K	Dec 15, 2021	Direct	F2
transaction	ZNGA	Class A Common Stock	Options Exercise		+13.9K	+4.97%		294K	Dec 15, 2021	Direct	F1
transaction	ZNGA	Class A Common Stock	Tax liability	-$43.9K	-6.98K	-2.38%	$6.28	287K	Dec 15, 2021	Direct	F2
transaction	ZNGA	Class A Common Stock	Options Exercise		+83.5K	+29.09%		370K	Dec 15, 2021	Direct	F1
transaction	ZNGA	Class A Common Stock	Tax liability	-$263K	-41.9K	-11.31%	$6.28	328K	Dec 15, 2021	Direct	F2
holding	ZNGA	Class A Common Stock						1.06M	Dec 15, 2021	By Trust	F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	ZNGA	Restricted Stock Unit	Options Exercise	$0	-54.5K	-16.67%	$0.00	272K	Dec 15, 2021	Class A Common Stock	54.5K		Direct	F1, F4
transaction	ZNGA	Restricted Stock Unit	Options Exercise	$0	-23.2K	-10%	$0.00	209K	Dec 15, 2021	Class A Common Stock	23.2K		Direct	F1, F5
transaction	ZNGA	Performance Stock Unit	Options Exercise	$0	-13.9K	-10%	$0.00	125K	Dec 15, 2021	Class A Common Stock	13.9K		Direct	F1, F6, F7
transaction	ZNGA	Restricted Stock Unit	Options Exercise	$0	-83.5K	-5.56%	$0.00	1.42M	Dec 15, 2021	Class A Common Stock	83.5K		Direct	F1, F8

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Each restricted stock unit represents a contingent right to receive 1 share of the Issuer's Class A Common Stock upon vest.
F2	Represents shares sold to satisfy tax withholding obligations in connection with the vesting of the restricted stock units described in Table II.
F3	Shares held directly by Frank Donald Gibeau Trust U/A DTD 12/13/2019. Mr. Gibeau serves as trustee and holds voting and dispositive power with respect to these shares.
F4	25% of the shares subject to the award vested on March 15, 2020, and 6.25% of the shares subject to the award vest quarterly thereafter, generally subject to continued service to the Issuer through each vesting date.
F5	25% of the shares subject to the award vested on March 15, 2021, and 6.25% of the shares subject to the award vest quarterly thereafter for a period of four years after the commencement date, generally subject to continued service to the Issuer through each vesting date.
F6	Amounts represent the actual number of earned shares subject to the performance stock award, as determined by the Issuer's board of directors.
F7	Each PSU represents a contingent right to receive a share of the Issuer's Class A common stock based upon the achievement of a specified financial metric (the Issuer's annual operating cash flow). Once the number of earned shares (if any) subject to the PSUs have been determined, 25% of the earned shares will vest on March 15, 2021, and 6.25% of the earned shares will vest quarterly thereafter, generally subject to the reporting person's continued service to the Issuer through each vesting date.
F8	5% of the shares subject to the award vested on June 15, 2021, and 5% of the shares subject to the award vest quarterly thereafter for a period of five years after the commencement date, generally subject to continued service to the Issuer through each vesting date.