Statement of Changes in Beneficial Ownership (4)
24 Mai 2022 - 11:22PM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Ryan Jeffrey Miles |
2. Issuer Name and Ticker or Trading Symbol
ZYNGA INC
[
ZNGA
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief People Officer |
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(Last)
(First)
(Middle)
C/O ZYNGA INC. 699 8TH STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/23/2022 |
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(Street)
SAN FRANCISCO, CA 94103
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Class A Common Stock | 5/23/2022 | | D | | 113287 | D | (1) | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code
(Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) | 8. Price of Derivative Security
(Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Stock Option (Right to Buy) | $4.04 | 5/23/2022 | | D | | | 78125 | (2) | 12/15/2027 | Class A Common Stock | 78125 | $0.00 | 0 | D | |
| Stock Option (Right to Buy) | $3.48 | 5/23/2022 | | D | | | 38944 | (2) | 4/9/2028 | Class A Common Stock | 38944 | $0.00 | 0 | D | |
| Stock Option (Right to Buy) | $5.37 | 5/23/2022 | | D | | | 181535 | (2) | 3/15/2029 | Class A Common Stock | 181535 | $0.00 | 0 | D | |
| Stock Option (Right to Buy) | $6.55 | 5/23/2022 | | D | | | 170212 | (2) | 3/15/2030 | Class A Common Stock | 170212 | $0.00 | 0 | D | |
| Restricted Stock Unit | (3) | 5/23/2022 | | D | | | 34860 | (4) | (4) | Class A Common Stock | 34860 | $0.00 | 0 | D | |
| Restricted Stock Unit | (3) | 5/23/2022 | | D | | | 59347 | (4) | (4) | Class A Common Stock | 59347 | $0.00 | 0 | D | |
| Restricted Stock Unit | (3) | 5/23/2022 | | D | | | 102833 | (4) | (4) | Class A Common Stock | 102833 | $0.00 | 0 | D | |
| Restricted Stock Unit | (3) | 5/23/2022 | | D | | | 138427 | (4) | (4) | Class A Common Stock | 138427 | $0.00 | 0 | D | |
| Performance Stock Unit | (3) | 5/23/2022 | | D | | | 35608 | (5) | (5) | Class A Common Stock | 35608 | $0.00 | 0 | D | |
| Performance Stock Unit | (3) | 5/23/2022 | | D | | | 103038 | (5) | (5) | Class A Common Stock | 103038 | $0.00 | 0 | D | |
| Performance Stock Unit | (3) | 5/23/2022 | | D | | | 138427 | (5) | (5) | Class A Common Stock | 138427 | $0.00 | 0 | D | |
| Explanation of Responses: |
| (1) | 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. |
| (2) | 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. |
| (3) | Each restricted stock unit represents a contingent right to receive 1 share of the Issuer's Class A Common Stock upon vest. |
| (4) | 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. |
| (5) | 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. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Ryan Jeffrey Miles
C/O ZYNGA INC. 699 8TH STREET
SAN FRANCISCO, CA 94103 |
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| Chief People Officer |
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Signatures
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| /s/ Matt Tolland, as attorney-in-fact for Jeffrey M. Ryan | | 5/24/2022 |
| **Signature of Reporting Person | Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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