Frank D. Gibeau - 23 May 2022 Form 4 Insider Report for ZYNGA INC

Role
Chief Executive Officer, Director
Signature
/s/ Matt Tolland, as attorney-in-fact for Frank D. Gibeau
Issuer symbol
N/A
Transactions as of
23 May 2022
Net transactions value
$0
Form type
4
Filing time
24 May 2022, 17:02:53 UTC
Previous filing
09 May 2022
Next filing
08 May 2023
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ZNGA Class A Common Stock Disposed to Issuer -1,693,310 -100% 0 23 May 2022 By Trust F1, F2, 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 Stock Option (Right to Buy) Disposed to Issuer $0 -3,907,333 -100% $0.000000* 0 23 May 2022 Class A Common Stock 3,907,333 $2.28 Direct F4
transaction ZNGA Stock Option (Right to Buy) Disposed to Issuer $0 -2,492,367 -100% $0.000000* 0 23 May 2022 Class A Common Stock 2,492,367 $3.48 Direct F4
transaction ZNGA Stock Option (Right to Buy) Disposed to Issuer $0 -1,815,352 -100% $0.000000* 0 23 May 2022 Class A Common Stock 1,815,352 $5.37 Direct F4
transaction ZNGA Stock Option (Right to Buy) Disposed to Issuer $0 -531,914 -100% $0.000000* 0 23 May 2022 Class A Common Stock 531,914 $6.55 Direct F4
transaction ZNGA Restricted Stock Unit Disposed to Issuer $0 -217,878 -100% $0.000000* 0 23 May 2022 Class A Common Stock 217,878 Direct F5, F6
transaction ZNGA Restricted Stock Unit Disposed to Issuer $0 -185,459 -100% $0.000000* 0 23 May 2022 Class A Common Stock 185,459 Direct F5, F6
transaction ZNGA Restricted Stock Unit Disposed to Issuer $0 -1,335,311 -100% $0.000000* 0 23 May 2022 Class A Common Stock 1,335,311 Direct F5, F6
transaction ZNGA Restricted Stock Unit Disposed to Issuer $0 -188,528 -100% $0.000000* 0 23 May 2022 Class A Common Stock 188,528 Direct F5, F6
transaction ZNGA Restricted Stock Unit Disposed to Issuer $0 -304,540 -100% $0.000000* 0 23 May 2022 Class A Common Stock 304,540 Direct F5, F6
transaction ZNGA Performance Stock Unit Disposed to Issuer $0 -111,274 -100% $0.000000* 0 23 May 2022 Class A Common Stock 111,274 Direct F5, F7
transaction ZNGA Performance Stock Unit Disposed to Issuer $0 -927,800 -100% $0.000000* 0 23 May 2022 Class A Common Stock 927,800 Direct F5, F7
transaction ZNGA Performance Stock Unit Disposed to Issuer $0 -188,904 -100% $0.000000* 0 23 May 2022 Class A Common Stock 188,904 Direct F5, F7
transaction ZNGA Performance Stock Unit Disposed to Issuer $0 -304,540 -100% $0.000000* 0 23 May 2022 Class A Common Stock 304,540 Direct F5, F7
transaction ZNGA Performance Stock Unit Disposed to Issuer $0 -221,483 -100% $0.000000* 0 23 May 2022 Class A Common Stock 221,483 Direct F5, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Frank D. Gibeau is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 The reported amount reflects shares transferred from the Reporting Person.
F2 Pursuant to the Agreement and Plan of Merger, dated as of January 9, 2022 (the "Merger Agreement"), by and among Take-Two Interactive Software, Inc. ("Take-Two"), Zebra MS I, Inc., Zebra MS II, Inc., and the Issuer, each share of the Issuer's class A common stock was cancelled and converted into the right to receive (i) 0.0406 shares of Take-Two common stock and (ii) $3.50 in cash, together with cash in lieu of any fractional shares of Take-Two common stock.
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 Pursuant to the Merger Agreement, at the effective time, each outstanding option was assumed and converted into an option to purchase the number of shares of Take-Two common stock (rounded down to the nearest whole share) determined by multiplying (i) the number of shares of class A common stock subject to the Issuer option immediately prior to the Effective Time by (ii) 0.0702, with an exercise price determined by dividing (i) the exercise price of the Issuer option immediately prior to the Effective Time by (ii) 0.0702. The converted option will otherwise be subject to the same terms and conditions as were applicable to the Issuer option prior to the effective time.
F5 Each restricted stock unit represents a contingent right to receive 1 share of the Issuer's Class A Common Stock upon vest.
F6 Pursuant to the Merger Agreement, at the effective time, each of the Issuer's restricted stock units was assumed and converted into a restricted stock unit with respect to a number of shares of Take-Two common stock (rounded down to the nearest whole share) determined by multiplying (i) the number of shares of class A common stock subject to the Issuer restricted stock unit immediately prior to the Effective Time by (ii) 0.0702. The converted restricted stock unit will otherwise be subject to the same terms and conditions as were applicable to the Issuer restricted stock units prior to the effective time.
F7 Pursuant to the Merger Agreement, at the effective time, each of the Issuer's performance stock units was assumed and converted into a performance stock unit with respect to a number of shares of Take-Two common stock (rounded down to the nearest whole share) determined by multiplying (i) the number of shares of class A common stock subject to the Issuer performance stock unit immediately prior to the Effective Time by (ii) 0.0702. The converted performance stock unit will otherwise be subject to the same terms and conditions as were applicable to the Issuer performance stock units prior to the effective time.