0001209191-22-031653.txt : 20220524
0001209191-22-031653.hdr.sgml : 20220524
20220524170253
ACCESSION NUMBER: 0001209191-22-031653
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220523
FILED AS OF DATE: 20220524
DATE AS OF CHANGE: 20220524
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GIBEAU FRANK D
CENTRAL INDEX KEY: 0001337679
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35375
FILM NUMBER: 22957899
MAIL ADDRESS:
STREET 1: 699 8TH STREET
STREET 2: C/O ZYNGA INC.
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94103
FORMER NAME:
FORMER CONFORMED NAME: Gibeau Frank
DATE OF NAME CHANGE: 20050831
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: ZYNGA INC
CENTRAL INDEX KEY: 0001439404
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374]
IRS NUMBER: 421733483
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 699 EIGHTH STREET
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94103
BUSINESS PHONE: 800-762-2530
MAIL ADDRESS:
STREET 1: 699 EIGHTH STREET
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94103
FORMER COMPANY:
FORMER CONFORMED NAME: ZYNGA GAME NETWORK INC
DATE OF NAME CHANGE: 20080708
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2022-05-23
1
0001439404
ZYNGA INC
ZNGA
0001337679
GIBEAU FRANK D
C/O ZYNGA INC.
699 8TH STREET
SAN FRANCISCO
CA
94103
1
1
0
0
Chief Executive Officer
Class A Common Stock
2022-05-23
4
D
0
1693310
D
0
I
By Trust
Stock Option (Right to Buy)
2.28
2022-05-23
4
D
0
3907333
0.00
D
2026-03-04
Class A Common Stock
3907333
0
D
Stock Option (Right to Buy)
3.48
2022-05-23
4
D
0
2492367
0.00
D
2028-04-09
Class A Common Stock
2492367
0
D
Stock Option (Right to Buy)
5.37
2022-05-23
4
D
0
1815352
0.00
D
2029-03-15
Class A Common Stock
1815352
0
D
Stock Option (Right to Buy)
6.55
2022-05-23
4
D
0
531914
0.00
D
2030-03-15
Class A Common Stock
531914
0
D
Restricted Stock Unit
2022-05-23
4
D
0
217878
0.00
D
Class A Common Stock
217878
0
D
Restricted Stock Unit
2022-05-23
4
D
0
185459
0.00
D
Class A Common Stock
185459
0
D
Restricted Stock Unit
2022-05-23
4
D
0
1335311
0.00
D
Class A Common Stock
1335311
0
D
Restricted Stock Unit
2022-05-23
4
D
0
188528
0.00
D
Class A Common Stock
188528
0
D
Restricted Stock Unit
2022-05-23
4
D
0
304540
0.00
D
Class A Common Stock
304540
0
D
Performance Stock Unit
2022-05-23
4
D
0
111274
0.00
D
Class A Common Stock
111274
0
D
Performance Stock Unit
2022-05-23
4
D
0
927800
0.00
D
Class A Common Stock
927800
0
D
Performance Stock Unit
2022-05-23
4
D
0
188904
0.00
D
Class A Common Stock
188904
0
D
Performance Stock Unit
2022-05-23
4
D
0
304540
0.00
D
Class A Common Stock
304540
0
D
Performance Stock Unit
2022-05-23
4
D
0
221483
0.00
D
Class A Common Stock
221483
0
D
The reported amount reflects shares transferred from the Reporting Person.
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.
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.
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.
Each restricted stock unit represents a contingent right to receive 1 share of the Issuer's Class A Common Stock upon vest.
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.
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.
/s/ Matt Tolland, as attorney-in-fact for Frank D. Gibeau
2022-05-24