SEC Form 4 · accession 0001209191-15-026240

ZYNGA INC · ZNGA

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

William B Gordon

Director · 10% Owner

Period of report

Mar 11, 2015

Accepted (ET)

Mar 13, 2015 · 7:51 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001439404

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Class A Common Stock	Mar 11, 2015	M	39,308	$0.00	A	650,071	D
Class A Common Stock^F1	holding	—	—		—	15,217,880	I	By Kleiner Perkins Caufield & Byers XIII, LLC

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Unit^F2,F3	$0.00	Mar 11, 2015	M	39,308	D	—	—	Class A Common Stock	39,308	39,308	D

Explanation of responses

F1The shares are directly held by Kleiner Perkins Caufield & Byers XIII, LLC ("KPCB XIII"). The managing member of KPCB XIII is KPCB XIII Associates, LLC ("XIII Associates"). The voting and dispositive control over the shares is shared by individual managing directors of XIII Associates, including Mr. Gordon, none of whom has veto power. Excludes 3,724,980 shares in the aggregate beneficially owned by individuals and entities associated with Kleiner Perkins Caufield & Byers and held for convenience in the name of "KPCB Holdings, Inc. as nominee," for the accounts of such individuals and entities who each exercise their own voting and dispositive control over such shares.
F2Each restricted stock unit represents a contingent right to receive 1 share of the issuer's Class A Common Stock upon vest.
F3The shares underlying the restricted stock unit vest as follows: 25% of the shares vest on September 11, 2014, 25% of the shares vest on December 11, 2014, 25% of the shares vest on March 11, 2015 and 25% of the shares vest on the earlier of June 10, 2015 or the date of the Issuer's next annual meeting, subject to continued service to the Issuer through the applicable vesting date.

Remarks

XIII Associates and its managing members and directors, including Mr. Gordon, disclaim beneficial ownership of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that XIII Associates or any of its respective managing members or directors, including Mr. Gordon, is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.