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