Sec Form 4 Filing - GIBEAU FRANK D @ ZYNGA INC - 2022-05-23

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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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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/YY) 05/23/2022 (Street) SAN FRANCISCO, CA94103 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 1,693,310( 1 ) D 0 I By Trust( 3 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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) $ 2.28 05/23/2022 D 3,907,333 ( 4 ) 03/04/2026 Class A Common Stock 3,907,333 $ 0 0 D Stock Option (Right to Buy) $ 3.48 05/23/2022 D 2,492,367 ( 4 ) 04/09/2028 Class A Common Stock 2,492,367 $ 0 0 D Stock Option (Right to Buy) $ 5.37 05/23/2022 D 1,815,352 ( 4 ) 03/15/2029 Class A Common Stock 1,815,352 $ 0 0 D Stock Option (Right to Buy) $ 6.55 05/23/2022 D 531,914 ( 4 ) 03/15/2030 Class A Common Stock 531,914 $ 0 0 D Restricted Stock Unit ( 5 ) 05/23/2022 D 217,878 ( 6 ) ( 6 ) Class A Common Stock 217,878 $ 0 0 D Restricted Stock Unit ( 5 ) 05/23/2022 D 185,459 ( 6 ) ( 6 ) Class A Common Stock 185,459 $ 0 0 D Restricted Stock Unit ( 5 ) 05/23/2022 D 1,335,311 ( 6 ) ( 6 ) Class A Common Stock 1,335,311 $ 0 0 D Restricted Stock Unit ( 5 ) 05/23/2022 D 188,528 ( 6 ) ( 6 ) Class A Common Stock 188,528 $ 0 0 D Restricted Stock Unit ( 5 ) 05/23/2022 D 304,540 ( 6 ) ( 6 ) Class A Common Stock 304,540 $ 0 0 D Performance Stock Unit ( 5 ) 05/23/2022 D 111,274 ( 7 ) ( 7 ) Class A Common Stock 111,274 $ 0 0 D Performance Stock Unit ( 5 ) 05/23/2022 D 927,800 ( 7 ) ( 7 ) Class A Common Stock 927,800 $ 0 0 D Performance Stock Unit ( 5 ) 05/23/2022 D 188,904 ( 7 ) ( 7 ) Class A Common Stock 188,904 $ 0 0 D Performance Stock Unit ( 5 ) 05/23/2022 D 304,540 ( 7 ) ( 7 ) Class A Common Stock 304,540 $ 0 0 D Performance Stock Unit ( 5 ) 05/23/2022 D 221,483 ( 7 ) ( 7 ) Class A Common Stock 221,483 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GIBEAU FRANK D C/O ZYNGA INC. 699 8TH STREET SAN FRANCISCO, CA94103 X Chief Executive Officer Signatures /s/ Matt Tolland, as attorney-in-fact for Frank D. Gibeau 05/24/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reported amount reflects shares transferred from the Reporting Person. ( 2 )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. ( 3 )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. ( 4 )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. ( 5 )Each restricted stock unit represents a contingent right to receive 1 share of the Issuer's Class A Common Stock upon vest. ( 6 )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. ( 7 )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.

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