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