0001209191-22-031660.txt : 20220524
0001209191-22-031660.hdr.sgml : 20220524
20220524170629
ACCESSION NUMBER: 0001209191-22-031660
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: Griffin James Gerard
CENTRAL INDEX KEY: 0001685979
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35375
FILM NUMBER: 22957931
MAIL ADDRESS:
STREET 1: C/O ZYNGA INC.
STREET 2: 699 8TH STREET
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94103
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
0001685979
Griffin James Gerard
C/O ZYNGA INC.
699 8TH STREET
SAN FRANCISCO
CA
94103
0
1
0
0
Chief Financial Officer
Class A Common Stock
2022-05-23
4
D
0
718323
D
0
D
Stock Option (Right to Buy)
2.85
2022-05-23
4
D
0
2000000
0.00
D
2026-10-15
Class A Common Stock
2000000
0
D
Stock Option (Right to Buy)
3.48
2022-05-23
4
D
0
1090410
0.00
D
2028-04-09
Class A Common Stock
1090410
0
D
Stock Option (Right to Buy)
5.37
2022-05-23
4
D
0
726141
0.00
D
2029-03-15
Class A Common Stock
726141
0
D
Stock Option (Right to Buy)
6.55
2022-05-23
4
D
0
239361
0.00
D
2030-03-15
Class A Common Stock
239361
0
D
Restricted Stock Unit
2022-05-23
4
D
0
87151
0.00
D
Class A Common Stock
87151
0
D
Restricted Stock Unit
2022-05-23
4
D
0
83456
0.00
D
Class A Common Stock
83456
0
D
Restricted Stock Unit
2022-05-23
4
D
0
676001
0.00
D
Class A Common Stock
676001
0
D
Restricted Stock Unit
2022-05-23
4
D
0
102833
0.00
D
Class A Common Stock
102833
0
D
Restricted Stock Unit
2022-05-23
4
D
0
193798
0.00
D
Class A Common Stock
193798
0
D
Performance Stock Unit
2022-05-23
4
D
0
50072
0.00
D
Class A Common Stock
50072
0
D
Performance Stock Unit
2022-05-23
4
D
0
417510
0.00
D
Class A Common Stock
417510
0
D
Performance Stock Unit
2022-05-23
4
D
0
103038
0.00
D
Class A Common Stock
103038
0
D
Performance Stock Unit
2022-05-23
4
D
0
193798
0.00
D
Class A Common Stock
193798
0
D
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.
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 James Gerard Griffin
2022-05-24