ZYNGA INC·4

May 24, 5:12 PM ET

Phillips Phuong Y. 4

4 · ZYNGA INC · Filed May 24, 2022

Insider Transaction Report

Form 4
Period: 2022-05-23
Phillips Phuong Y.
Chief Legal Officer
Transactions
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2022-05-23233,6590 total
    Exercise: $3.48Exp: 2028-04-09Class A Common Stock (233,659 underlying)
  • Disposition to Issuer

    Restricted Stock Unit

    2022-05-23111,4020 total
    Class A Common Stock (111,402 underlying)
  • Disposition to Issuer

    Performance Stock Unit

    2022-05-2344,5080 total
    Class A Common Stock (44,508 underlying)
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2022-05-23250,0000 total
    Exercise: $3.83Exp: 2027-10-15Class A Common Stock (250,000 underlying)
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2022-05-23212,7650 total
    Exercise: $6.55Exp: 2030-03-15Class A Common Stock (212,765 underlying)
  • Disposition to Issuer

    Class A Common Stock

    2022-05-23418,4900 total
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2022-05-23363,0700 total
    Exercise: $5.37Exp: 2029-03-15Class A Common Stock (363,070 underlying)
  • Disposition to Issuer

    Restricted Stock Unit

    2022-05-2343,5750 total
    Class A Common Stock (43,575 underlying)
  • Disposition to Issuer

    Restricted Stock Unit

    2022-05-2374,1830 total
    Class A Common Stock (74,183 underlying)
  • Disposition to Issuer

    Restricted Stock Unit

    2022-05-23149,5010 total
    Class A Common Stock (149,501 underlying)
  • Disposition to Issuer

    Performance Stock Unit

    2022-05-23111,6240 total
    Class A Common Stock (111,624 underlying)
  • Disposition to Issuer

    Performance Stock Unit

    2022-05-23149,5010 total
    Class A Common Stock (149,501 underlying)
Footnotes (5)
  • [F1]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.
  • [F2]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.
  • [F3]Each restricted stock unit represents a contingent right to receive 1 share of the Issuer's Class A Common Stock upon vest.
  • [F4]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.
  • [F5]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.

Documents

1 file
  • 4
    doc4.xmlPrimary

    FORM 4 SUBMISSION