Gibeau Frank D Form 4 ZYNGA / FRANK D GIBEAU ownership change

SEC Form 4

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
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^*

GIBEAU FRANK D

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2022

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	03/15/2022		M		54,469	A	(1)	429,939	D
Class A Common Stock	03/15/2022		F(2)		27,591	D	$8.82	402,797	D
Class A Common Stock	03/15/2022		M		23,183	A	(1)	425,980	D
Class A Common Stock	03/15/2022		F(2)		11,553	D	$8.82	414,427	D
Class A Common Stock	03/15/2022		M		83,457	A	(1)	497,884	D
Class A Common Stock	03/15/2022		F(2)		41,587	D	$8.82	456,297	D
Class A Common Stock	03/15/2022		M		13,910	A	(1)	470,207	D
Class A Common Stock	03/15/2022		F(2)		6,932	D	$8.82	463,275	D
Class A Common Stock	03/15/2022		M		62,843	A	(1)	526,118	D
Class A Common Stock	03/15/2022		F(3)		31,315	D	$8.82	494,803	D
Class A Common Stock	03/15/2022		M		62,969	A	(1)	557,772	D
Class A Common Stock	03/15/2022		F(3)		31,378	D	$8.82	526,394	D
Class A Common Stock								1,056,937	I	By Trust(4)

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
Restricted Stock Unit	(1)	03/15/2022		M			54,469	(5)	03/15/2026	Class A Common Stock	54,469	$0.00	217,878	D
Restricted Stock Unit	(1)	03/15/2022		M			23,183	(6)	03/15/2027	Class A Common Stock	23,183	$0.00	185,459	D
Restricted Stock Unit	(1)	03/15/2022		M			83,457	(7)	03/15/2027	Class A Common Stock	83,457	$0.00	1,335,311	D
Performance Stock Unit	(1)	03/15/2022		M			13,910	(8)	03/15/2027	Class A Common Stock	13,910	$0.00	111,274	D
Restricted Stock Unit	(1)	03/15/2022		M			62,843	(9)	03/15/2028	Class A Common Stock	62,843	$0.00	188,528	D
Performance Stock Unit	(1)	03/15/2022		M			62,969(10)	(11)	03/15/2028	Class A Common Stock	62,969	$0.00	188,904	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.

Remarks:

	/s/ Matt Tolland, as attorney-in-fact for Frank D. Gibeau	03/17/2022
	** 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 Number.