Phuong Y. Phillips - May 23, 2022 Form 4 Insider Report for ZYNGA INC (ZNGA)

Role
Chief Legal Officer
Signature
/s/ Matt Tolland, as attorney-in-fact for Phuong Y. Phillips
Stock symbol
ZNGA
Transactions as of
May 23, 2022
Transactions value $
$0
Form type
4
Date filed
5/24/2022, 05:12 PM
Previous filing
Apr 19, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ZNGA Class A Common Stock Disposed to Issuer -418K -100% 0 May 23, 2022 Direct F1

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 -250K -100% $0.00* 0 May 23, 2022 Class A Common Stock 250K $3.83 Direct F2
transaction ZNGA Stock Option (Right to Buy) Disposed to Issuer $0 -234K -100% $0.00* 0 May 23, 2022 Class A Common Stock 234K $3.48 Direct F2
transaction ZNGA Stock Option (Right to Buy) Disposed to Issuer $0 -363K -100% $0.00* 0 May 23, 2022 Class A Common Stock 363K $5.37 Direct F2
transaction ZNGA Stock Option (Right to Buy) Disposed to Issuer $0 -213K -100% $0.00* 0 May 23, 2022 Class A Common Stock 213K $6.55 Direct F2
transaction ZNGA Restricted Stock Unit Disposed to Issuer $0 -43.6K -100% $0.00* 0 May 23, 2022 Class A Common Stock 43.6K Direct F3, F4
transaction ZNGA Restricted Stock Unit Disposed to Issuer $0 -74.2K -100% $0.00* 0 May 23, 2022 Class A Common Stock 74.2K Direct F3, F4
transaction ZNGA Restricted Stock Unit Disposed to Issuer $0 -111K -100% $0.00* 0 May 23, 2022 Class A Common Stock 111K Direct F3, F4
transaction ZNGA Restricted Stock Unit Disposed to Issuer $0 -150K -100% $0.00* 0 May 23, 2022 Class A Common Stock 150K Direct F3, F4
transaction ZNGA Performance Stock Unit Disposed to Issuer $0 -44.5K -100% $0.00* 0 May 23, 2022 Class A Common Stock 44.5K Direct F3, F5
transaction ZNGA Performance Stock Unit Disposed to Issuer $0 -112K -100% $0.00* 0 May 23, 2022 Class A Common Stock 112K Direct F3, F5
transaction ZNGA Performance Stock Unit Disposed to Issuer $0 -150K -100% $0.00* 0 May 23, 2022 Class A Common Stock 150K Direct F3, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Phuong Y. Phillips is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 Each restricted stock unit represents a contingent right to receive 1 share of the Issuer's Class A Common Stock upon vest.
F4 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.
F5 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.