0001209191-20-019819.txt : 20200317 0001209191-20-019819.hdr.sgml : 20200317 20200317201049 ACCESSION NUMBER: 0001209191-20-019819 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200315 FILED AS OF DATE: 20200317 DATE AS OF CHANGE: 20200317 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: 20722789 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 2020-03-15 0 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 2020-03-15 4 M 0 404930 A 409832 D Class A Common Stock 2020-03-15 4 F 0 200765 6.55 D 209067 D Class A Common Stock 2020-03-15 4 M 0 217879 A 426946 D Class A Common Stock 2020-03-15 4 F 0 108025 6.55 D 318921 D Class A Common Stock 2020-03-16 4 M 0 270127 2.28 A 589048 D Class A Common Stock 2020-03-16 4 S 0 270127 6.19 D 318921 D Class A Common Stock 2633458 I By Trust Restricted Stock Unit 2020-03-15 4 M 0 404930 0.00 D 2023-02-28 Class A Common Stock 404930 1619720 D Restricted Stock Unit 2020-03-15 4 M 0 217879 0.00 D 2026-03-15 Class A Common Stock 217879 653634 D Performance Stock Unit 2020-03-15 4 A 0 185459 0.00 A 2027-03-15 Class A Common Stock 185459 185459 D Restricted Stock Unit 2020-03-15 4 A 0 370919 0.00 A 2027-03-15 Class A Common Stock 370919 370919 D Stock Option (Right to Buy) 6.55 2020-03-15 4 A 0 531914 0.00 A 2030-03-15 Class A Common Stock 531914 531914 D Performance Stock Unit 2020-03-15 4 A 0 1855600 0.00 A 2027-03-15 Class A Common Stock 1855600 1855600 D Restricted Stock Unit 2020-03-15 4 A 0 1669139 0.00 A 2027-03-15 Class A Common Stock 1669139 1669139 D Stock Option (Right to Buy) 2.28 2020-03-16 4 M 0 270127 0.00 D 2026-03-03 Class A Common Stock 270127 4729873 D Each restricted stock unit represents a contingent right to receive 1 share of the Issuer's Class A Common Stock upon vest. Represents shares withheld to satisfy tax withholding obligations in connection with the vesting of the restricted stock units described in Table II. The transaction was effected pursuant to a Rule 10b5-1 plan adopted on 11/27/2019. The reported price is a weighted average price (rounded to the nearest cent). These shares were sold in multiple transactions at prices ranging from $5.85 to $6.64, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. 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. 5% of the shares subject to the award vested on June 15, 2016, and 5% of the shares subject to the award vest quarterly thereafter, generally subject to continued service to the Issuer through each vesting date. 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. 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. The number of shares reported herein is a target number, and the actual number of shares issuable pursuant to the PSU will range from 0-120% of the number of target shares. 25% of the shares subject to the award will vest 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. The exercise price of each stock option is the closing sales price of the Issuer's Class A common stock on the NASDAQ Stock Market on March 13, 2020 (the most recent prior trading day prior to the time of grant). Each PSU represents a contingent right to receive a share of the Issuer's Class A common stock based upon the total shareholder return (TSR) of the Issuer's Class A common stock relative to the S&P MidCap 400 Index. The PSUs are divided into two equal tranches, with performance periods ending December 31, 2021 and 2022. Once the number of earned shares (if any) subject to the PSUs have been determined for each tranche, that tranche will vest in three equal installments on March 15th of the year following the applicable performance period and each anniversary of such date, generally subject to the reporting person's continued service to the Issuer through each vesting date. The number of shares reported herein is a target number, and the actual number of shares issuable pursuant to the PSU will range from 0- 150% of the number of target shares. Earning the target number of shares requires performance at the 60th percentile level. If the Issuer's TSR is negative, no more than the target number of shares may be earned, even if relative TSR is at the 100th percentile of the index. 5% of the shares subject to the award will vest on June 15, 2021 and each quarter thereafter for a period of five years after the commencement date, generally subject to continued service to the Issuer through each vesting date. /s/ Matt Tolland, as attorney-in-fact for Frank D. Gibeau 2020-03-17