Statement of Changes in Beneficial Ownership (4)
March 17 2022 - 6:10PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
|
OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden hours per response...
0.5
|
|
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
|
|
1. Name and Address of Reporting Person
*
GIBEAU FRANK D |
2. Issuer Name and Ticker or Trading Symbol
ZYNGA INC
[
ZNGA
]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Executive Officer |
(Last)
(First)
(Middle)
C/O ZYNGA INC., 699 8TH STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/15/2022 |
(Street)
SAN FRANCISCO, CA 94103
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
|
1.Title of Security (Instr. 3)
|
2. Trans. Date
|
2A. Deemed Execution Date, if any
|
3. Trans. Code (Instr. 8)
|
4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
|
5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
|
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
|
7. Nature of Indirect Beneficial Ownership (Instr. 4)
|
Code
|
V
|
Amount
|
(A) or (D)
|
Price
|
Class A Common Stock | 3/15/2022 | | M | | 54469 | A | (1) | 429939 | D | |
Class A Common Stock | 3/15/2022 | | F(2) | | 27591 | D | $8.82 | 402797 | D | |
Class A Common Stock | 3/15/2022 | | M | | 23183 | A | (1) | 425980 | D | |
Class A Common Stock | 3/15/2022 | | F(2) | | 11553 | D | $8.82 | 414427 | D | |
Class A Common Stock | 3/15/2022 | | M | | 83457 | A | (1) | 497884 | D | |
Class A Common Stock | 3/15/2022 | | F(2) | | 41587 | D | $8.82 | 456297 | D | |
Class A Common Stock | 3/15/2022 | | M | | 13910 | A | (1) | 470207 | D | |
Class A Common Stock | 3/15/2022 | | F(2) | | 6932 | D | $8.82 | 463275 | D | |
Class A Common Stock | 3/15/2022 | | M | | 62843 | A | (1) | 526118 | D | |
Class A Common Stock | 3/15/2022 | | F(3) | | 31315 | D | $8.82 | 494803 | D | |
Class A Common Stock | 3/15/2022 | | M | | 62969 | A | (1) | 557772 | D | |
Class A Common Stock | 3/15/2022 | | F(3) | | 31378 | D | $8.82 | 526394 | D | |
Class A Common Stock | | | | | | | | 1056937 | I | By Trust (4) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
|
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 |
Restricted Stock Unit | (1) | 3/15/2022 | | M | | | 54469 | (5) | 3/15/2026 | Class A Common Stock | 54469 | $0.00 | 217878 | D | |
Restricted Stock Unit | (1) | 3/15/2022 | | M | | | 23183 | (6) | 3/15/2027 | Class A Common Stock | 23183 | $0.00 | 185459 | D | |
Restricted Stock Unit | (1) | 3/15/2022 | | M | | | 83457 | (7) | 3/15/2027 | Class A Common Stock | 83457 | $0.00 | 1335311 | D | |
Performance Stock Unit | (1) | 3/15/2022 | | M | | | 13910 | (8) | 3/15/2027 | Class A Common Stock | 13910 | $0.00 | 111274 | D | |
Restricted Stock Unit | (1) | 3/15/2022 | | M | | | 62843 | (9) | 3/15/2028 | Class A Common Stock | 62843 | $0.00 | 188528 | D | |
Performance Stock Unit | (1) | 3/15/2022 | | M | | | 62969 (10) | (11) | 3/15/2028 | Class A Common Stock | 62969 | $0.00 | 188904 | D | |
Explanation of Responses: |
(1) | Each restricted stock unit represents a contingent right to receive 1 share of the Issuer's Class A Common Stock upon vest. |
(2) | Represents shares sold to satisfy tax withholding obligations in connection with the vesting of the restricted stock units described in Table II. |
(3) | Represents shares withheld to satisfy tax withholding obligations in connection with the vesting of the restricted stock units described in Table II. |
(4) | 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. |
(5) | 25% of the shares subject to the award vested on March 15, 2020, and 6.25% of the shares subject to the award vest quarterly thereafter, generally subject to continued service to the Issuer through each vesting date. |
(6) | 25% of the shares subject to the award will vest on March 15, 2021, and 6.25% of the shares subject to the award vest quarterly thereafter for a
period of four years after the commencement date, generally subject to continued service to the Issuer through each vesting date. |
(7) | 5% of the shares subject to the award will vest on June 15, 2021, and 5% of the shares subject to the award vest quarterly thereafter, generally subject to continued service to the Issuer through each vesting date. |
(8) | Each PSU represents a contingent right to receive a share of the Issuer's Class A common stock based upon the achievement of a specified
financial metric (the Issuer's annual operating cash flow). Once the number of earned shares (if any) subject to the PSUs have been
determined, 25% of the earned shares will vest on March 15, 2021, and 6.25% of the earned shares will vest quarterly thereafter, generally
subject to the reporting person's continued service to the Issuer through each vesting date. |
(9) | 25% of the shares subject to the award vested on March 15, 2022, and 6.25% of the shares subject to the award vest quarterly thereafter, generally subject to continued service to the Issuer through each vesting date |
(10) | Amounts represent the actual number of earned shares subject to the performance stock award, as determined by the Issuer's board of directors. |
(11) | Each PSU represents a contingent right to receive a share of the Issuer's Class A common stock based upon the achievement of a specified financial metric (the Issuer's annual operating cash flow). Once the number of earned shares (if any) subject to the PSUs have been determined, 25% of the earned shares will vest on March 15, 2022, and 6.25% of the earned shares will vest quarterly thereafter, generally subject to the reporting person's continued service to the Issuer through each vesting date. The number of shares reported herein is a target number, and the actual number of shares issuable pursuant to the PSU will range from 0-150% of the number of target shares. |
Reporting Owners
|
Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
GIBEAU FRANK D C/O ZYNGA INC. 699 8TH STREET SAN FRANCISCO, CA 94103 | X |
| Chief Executive Officer |
|
Signatures
|
/s/ Matt Tolland, as attorney-in-fact for Frank D. Gibeau | | 3/17/2022 |
**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. |
Zynga (NASDAQ:ZNGA)
Historical Stock Chart
From Dec 2024 to Jan 2025
Zynga (NASDAQ:ZNGA)
Historical Stock Chart
From Jan 2024 to Jan 2025
Real-Time news about Zynga Inc (NASDAQ): 0 recent articles
More Zynga Inc News Articles