CERTAIN BENEFICIAL OWNERS OF ZYNGA COMMON STOCK
The following tables set forth certain information with respect to the beneficial ownership of Zynga common stock as of March 31, 2022, for:
| • | each member of the Zynga board of directors; |
| • | each named executive officer of Zynga; |
| • | the members of the Zynga’s board of directors and Zynga’s executive officers as a group; and |
| • | each other person known by Zynga to beneficially own 5% or more of the outstanding shares of Zynga common stock. |
Zynga has determined beneficial ownership in accordance with the rules of the SEC, and therefore it represents sole or shared voting or investment power with respect to Zynga’s securities. In accordance with the rules of the SEC, for purposes of determining beneficial ownership of shares of Zynga common stock for purposes of the following table, Zynga has deemed shares of Zynga common stock subject to stock options currently exercisable or exercisable within 60 days of March 31, 2022 and to restricted stock units and performance stock units vesting within 60 days of March 31, 2022 to be outstanding and to be beneficially owned by the person holding the option or restricted stock unit, including for the purpose of computing the percentage ownership of that person, but has not treated them as outstanding for the purpose of computing the percentage ownership of any other person.
Zynga has based percentage ownership of Zynga common stock set forth in the tables below on 1,137,275,859 shares of Zynga common stock outstanding as of March 31, 2022, adjusted in accordance with the rules of the SEC.
The information set forth in the tables below is based upon information supplied by our executive officers, directors, and principal stockholders and Schedules 13D and Schedules 13G, if any, filed with the SEC. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, Zynga believes that each of the stockholders named in this table has sole voting and investment power with respect to the shares indicated as beneficially owned.
Unless otherwise indicated, the address of each beneficial owner listed in the tables below is c/o Zynga Inc., 699 Eighth Street, San Francisco, CA 94103.
Security Ownership of Zynga Directors and Executive Officers
| Named Executive Officers and Directors: | Shares Beneficially Owned |
Ownership % | ||||||
| Mark Pincus (1) |
55,277,047 | 4.9 | % | |||||
| Frank D. Gibeau (2) |
9,754,559 | * | ||||||
| James Gerard Griffin (3) |
4,499,706 | * | ||||||
| Bernard Kim (4) |
7,458,610 | * | ||||||
| William “Bing” Gordon (5) |
1,318,913 | * | ||||||
| Phuong Y. Phillips (6) |
1,248,029 | * | ||||||
| Matthew S. Bromberg (7) |
1,204,084 | * | ||||||
| Jeffrey M. Ryan (8) |
425,737 | * | ||||||
| Louis J. Lavigne, Jr. (9) |
284,064 | * | ||||||
| Dr. Regina E. Dugan (10) |
234,046 | * | ||||||
| Carol G. Mills (11) |
233,872 | * | ||||||
| Janice M. Roberts (12) |
233,872 | * | ||||||
| Ellen F. Siminoff (13) |
220,572 | * | ||||||
| Noel B. Watson, Jr. (14) |
40,857 | * | ||||||
| All directors and executive officers as a group (14 persons) (15) |
81,445,768 | 7.0 | % | |||||
| (*) | Represents beneficial ownership of less than one percent of the applicable class of outstanding common stock. |
| (1) | Consists of (i) 250,555 shares of Zynga common stock held directly by Mr. Pincus; (ii) 30,145,532 shares of Zynga common stock held directly by The 4D Revocable Trust, of which Mr. Pincus serves as trustee; (iii) 24,625,912 shares of Zynga common stock held directly by Ogden Enterprises LLC, of which Mr. Pincus serves as manager; and (iv) 249,500 shares of Zynga common stock held directly by the Pincus Family Fund, of which Mr. Pincus serves as trustee. |
| (2) | Consists of (i) 3,071 shares of Zynga common stock held directly by Mr. Gibeau; (ii) 1,655,930 shares of Zynga common stock held directly by the Frank Donald Gibeau Trust u/a dtd 12/13/2019, of which Mr. Gibeau serves as trustee; (iii) 8,027,171 shares of Zynga common stock issuable upon exercise of stock options that are vested and exercisable within 60 days of March 31, 2022; and (iv) 68,387 shares of Zynga common stock issuable upon vesting of restricted stock units within 60 days of March 31, 2022. |
| (3) | Consists of (i) 677,535 shares of Zynga common stock; (ii) 3,754,696 shares of Zynga common stock issuable upon exercise of stock options that are vested and exercisable within 60 days of March 31, 2022; and (iii) 67,475 shares of Zynga common stock issuable upon vesting of restricted stock units within 60 days of March 31, 2022. |
| (4) | Consists of (i) 1,173,994 shares of Zynga common stock; (ii) 6,254,696 shares of Zynga common stock issuable upon exercise of stock options that are vested and exercisable within 60 days of March 31, 2022; and (iii) 29,920 shares of Zynga common stock issuable upon vesting of restricted stock units within 60 days of March 31, 2022. |
| (5) | Consists of (i) 1,313,365 shares of Zynga common stock; and (ii) 5,548 shares of Zynga common stock issuable upon vesting of restricted stock units within 60 days of March 31, 2022. |
| (6) | Consists of (i) 415,274 shares of Zynga common stock; (ii) 862,343 shares of Zynga common stock issuable upon exercise of stock options that are vested and exercisable within 60 days of March 31, 2022; and (iii) 6,412 shares of Zynga common stock issuable upon vesting of restricted stock units within 60 days of March 31, 2022. |
| (7) | Consists of (i) 985,829 shares of Zynga common stock held by Mr. Bromberg according to his last report on U.S. Securities Exchange and Commission Form 4, which was filed on October 19, 2021; and (ii) 218,255 shares of Zynga common stock issuable upon exercise of stock options that are vested and exercisable as of March 31, 2022. Not reported here are 60,344 shares of Zynga common stock issuable upon exercise of stock options and 107,104 shares of Zynga common stock issuable upon vesting of restricted stock units, in each case within 60 days of March 31, 2022 subject to Mr. Bromberg’s satisfaction of the terms and conditions of Mr. Bromberg’s Transition Agreement and Release with Zynga. For more information on this agreement, see the section titled “Interests of Zynga Directors and Executive Officers in the Combination – Zynga Change in Control and Severance Arrangements with Executive Officers – Mr. Bromberg” above. |
| (8) | Consists of (i) 111,221 shares of Zynga common stock; (ii) 311,096 shares of Zynga common stock issuable upon exercise of stock options that are vested and exercisable as of March 31, 2022; and (iii) 3,420 shares of Zynga common stock issuable upon vesting of restricted stock units within 60 days of March 31, 2022. |
| (9) | Consists of shares of Zynga common stock held directly by The Louis J. Lavigne, Jr. Survivor’s Trust UAD 05/17/11, of which Mr. Lavigne serves as trustee. |
| (10) | Consists of (i) 228,498 shares of Zynga common stock; and (ii) 5,548 shares of Zynga common stock issuable upon vesting of restricted stock units within 60 days of March 31, 2022. |
| (11) | Consists of (i) 228,498 shares of Zynga common stock; and (ii) 5,548 shares of Zynga common stock issuable upon vesting of restricted stock units within 60 days of March 31, 2022. |
| (12) | Consists of (i) 228,498 shares of Zynga common stock; and (ii) 5,548 shares of Zynga common stock issuable upon vesting of restricted stock units within 60 days of March 31, 2022. |
| (13) | Consists of (i) 35,298 shares of Zynga common stock; (ii) 88,087 shares of Zynga common stock held by the D&E Living Trust, of which Mrs. Siminoff and her spouse serve as co-trustees and retain voting and dispositive power; (iii) 91,639 shares of Zynga common stock held by the EFS 2020 Irrevocable Trust, of which Mrs. Siminoff serves as trustee and retains voting and dispositive power; and (iv) 5,548 shares of Zynga common stock issuable upon vesting of restricted stock units within 60 days of March 31, 2022. |
| (14) | Consists of (i) 35,309 shares of Zynga common stock; and (ii) 5,548 shares of Zynga common stock issuable upon vesting of restricted stock units within 60 days of March 31, 2022. |
| (15) | Consists of (i) 62,012,523 shares of Zynga common stock, (ii) 19,210,002 shares of Zynga common stock issuable upon exercise of stock options that are vested and exercisable within 60 days of March 31, 2022; and |
| (iii) 223,243 shares of Zynga common stock issuable upon vesting of restricted stock units within 60 days of March 31, 2022. Does not include any shares of Zynga common stock beneficially owned by Mr. Bromberg described in note (7) above. Mr. Bromberg resigned as Chief Operating Officer of Zynga on November 5, 2021 and his employment with Zynga ended on March 31, 2022. He is considered a named executive officer for purposes of this disclosure but is not currently an executive officer of Zynga. |
Security Ownership of Other Beneficial Owners
Based on information available to Zynga as of February 28, 2022, Zynga knew of no person who beneficially owned 5% of the outstanding shares of Zynga common stock, except as set forth below.
| 5% or Greater Stockholders: | Shares Beneficially Owned |
Ownership % | ||||||
| The Vanguard Group (1) |
97,405,497 | 8.6 | % | |||||
| Artisan Partners Limited Partnership (2) |
75,843,131 | 6.7 | % | |||||
| T. Rowe Price Associates, Inc. (3) |
60,541,952 | 5.3 | % | |||||
| (1) | Based on a Schedule 13G amendment filed with the SEC on February 10, 2022 by The Vanguard Group (“Vanguard”). In such Schedule 13G amendment, Vanguard indicates it is the beneficial owner of 97,405,497 shares of Zynga common stock, has shared voting power over 537,504 shares of Zynga common stock, has sole dispositive power over 95,993,263 shares of Zynga common stock, and has shared dispositive power over 1,412,234 shares of Zynga common stock. In such Schedule 13G amendment, Vanguard lists its address as 100 Vanguard Blvd., Malvern, PA 19355. |
| (2) | Based on a Schedule 13G amendment filed with the SEC on February 4, 2022 by Artisan Partners Limited Partnership (“APLP”). In such Schedule 13G amendment, APLP indicates it is the beneficial owner of 75,843,131 shares of Zynga common stock, has shared voting power over 67,852,483 shares of Zynga common stock, and has shared dispositive power over 75,843,131 shares of Zynga common stock. In such Schedule 13G amendment, APLP notes that it is an investment adviser registered under section 203 of the Investment Company Act of 1940, the shares reported have been acquired on behalf of discretionary clients of APLP, people other than APLP are entitled to receive all dividends from, and proceeds from the sale of, the shares, and none of those persons to the knowledge of APLP, Artisan Partners Holdings LP, Artisan Partners Asset Management Inc., or Artisan Investments GP LLC has an economic interest in more than 5% of the class. In such Schedule 13G amendment, APLP lists its address as 875 East Wisconsin Avenue, Suite 800, Milwaukee, WI 53202. |
| (3) | Based on a Schedule 13G filed with the SEC on February 14, 2022 by T. Rowe Price Associates, Inc. (“T. Rowe”). In such Schedule 13G, T. Rowe indicates it is the beneficial owner of 60,541,952 shares of Zynga common stock, has sole voting power over 21,566,226 shares of Zynga common stock, and has sole dispositive power over 60,541,952 shares of Zynga common stock. In such Schedule 13G, T. Rowe notes that it is an investment adviser registered under section 203 of the Investment Company Act of 1940, it does not serve as a custodian of the assets of any of its clients, the ultimate power to direct the receipt of dividends paid with respect to, and the proceeds from the sale of, the shares is vested in its clients which it serves as investment adviser, and not more than 5% of the Zynga common stock is owned by any one client subject to its investment advice. In such Schedule 13G, T. Rowe lists its address as 100 E. Pratt Street, Baltimore, MD 21202. |
