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Form 4 ZYNGA INC For: May 23 Filed by: Phillips Phuong Y.

May 24, 2022 5:13 PM EDT
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
  
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Phillips Phuong Y.
(Last) (First) (Middle)
C/O ZYNGA INC.
699 8TH STREET
(Street)
SAN FRANCISCO CA 94103
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ZYNGA INC [ ZNGA ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Legal Officer
3. Date of Earliest Transaction (Month/Day/Year)
05/23/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
 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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 05/23/2022   D   418,490 D (1) 0 D  
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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) $ 3.83 05/23/2022   D     250,000   (2) 10/15/2027 Class A Common Stock 250,000 $ 0 0 D  
Stock Option (Right to Buy) $ 3.48 05/23/2022   D     233,659   (2) 04/09/2028 Class A Common Stock 233,659 $ 0 0 D  
Stock Option (Right to Buy) $ 5.37 05/23/2022   D     363,070   (2) 03/15/2029 Class A Common Stock 363,070 $ 0 0 D  
Stock Option (Right to Buy) $ 6.55 05/23/2022   D     212,765   (2) 03/15/2030 Class A Common Stock 212,765 $ 0 0 D  
Restricted Stock Unit (3) 05/23/2022   D     43,575   (4)   (4) Class A Common Stock 43,575 $ 0 0 D  
Restricted Stock Unit (3) 05/23/2022   D     74,183   (4)   (4) Class A Common Stock 74,183 $ 0 0 D  
Restricted Stock Unit (3) 05/23/2022   D     111,402   (4)   (4) Class A Common Stock 111,402 $ 0 0 D  
Restricted Stock Unit (3) 05/23/2022   D     149,501   (4)   (4) Class A Common Stock 149,501 $ 0 0 D  
Performance Stock Unit (3) 05/23/2022   D     44,508   (5)   (5) Class A Common Stock 44,508 $ 0 0 D  
Performance Stock Unit (3) 05/23/2022   D     111,624   (5)   (5) Class A Common Stock 111,624 $ 0 0 D  
Performance Stock Unit (3) 05/23/2022   D     149,501   (5)   (5) Class A Common Stock 149,501 $ 0 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.
/s/ Matt Tolland, as attorney-in-fact for Phuong Y. Phillips 05/24/2022
** 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 Number.

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