SEC Form 4 · accession 0001209191-16-121903
ZYNGA INC · ZNGA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
L John Doerr
Director
Period of report
May 17, 2016
Accepted (ET)
May 19, 2016 · 8:09 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 StockF2 | May 17, 2016 | J | 10,491,750 | $0.00 | D | 4,726,130 | I | By Kleiner Perkins Caufield & Byers XIII, LLC |
| Class A Common StockF3 | May 17, 2016 | J | 3,720 | $0.00 | A | 5,770 | I | By 2750 Sand Hill Associates II, LLC |
| Class A Common StockF4 | May 17, 2016 | J | 1,426,030 | $0.00 | A | 2,375,426 | I | By Clarus, LLC |
| Class A Common StockF4 | May 17, 2016 | J | 296,654 | $0.00 | A | 2,672,080 | I | By Clarus, LLC |
| Class A Common StockF6 | May 17, 2016 | J | 4,239 | $0.00 | A | 6,575 | I | By Meja, LLC |
| Class A Common StockF7 | May 17, 2016 | J | 2,120 | $0.00 | A | 3,288 | I | By Rolou, LLC |
| Class A Common StockF8 | May 17, 2016 | J | 5,980 | $0.00 | A | 9,275 | I | By Portico Ventures LLC |
| Class A Common StockF2 | May 18, 2016 | C | 13,282,376 | $0.00 | A | 18,008,506 | I | By Kleiner Perkins Caufield & Byers XIII, LLC |
| Class A Common Stock | May 18, 2016 | C | 988,874 | $0.00 | A | 1,211,701 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF2,F9 | $0.00 | May 18, 2016 | C | 13,282,376 | D | — | — | Class A Common Stock | 13,282,376 | 24,041,532 | I |
| Class B Common StockF9 | $0.00 | May 18, 2016 | C | 988,874 | D | — | — | Class A Common Stock | 988,874 | 664,632 | D |
| Class B Common StockF10,F9 | $0.00 | holding | — | — | — | — | — | Class A Common Stock | 1,679,723 | 1,679,723 | I |
| Class B Common StockF11,F9 | $0.00 | holding | — | — | — | — | — | Class A Common Stock | 102,287 | 102,287 | I |
Explanation of responses
- F1The shares reported on this form represent pro rata distributions, and not a purchase or sale, of securities by Kleiner Perkins Caufield & Byers XIII, LLC to its members.
- F10The shares are directly held by KPCB Digital Growth Fund, LLC ("KPCB DGF"). The managing member of KPCB DGF is KPCB DGF Associates, LLC ("DGF Associates"). The voting and dispositive control over the shares is shared by individual managing members of DGF Associates, including Mr. Doerr, none of whom has veto power.
- F11The shares are directly held by KPCB Digital Growth Founders Fund, LLC ("KPCB DGFF"). The managing member of KPCB DGFF is DGF Associates. The voting and dispositive control over the shares is shared by individual managing members of DGF Associates, including Mr. Doerr, none of whom has veto power.
- F2The 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. Doerr, none of whom has veto power. Excludes 1,301,494 Class A shares and 1,665,236 Class B 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.
- F3The Reporting Person is the manager of 2750 Sand Hill Associates II, LLC. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
- F4The Reporting Person is the manager of Clarus, LLC. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
- F5The shares reported on this form represent pro rata distributions, and not a purchase or sale, of securities by KPCB Holdings Inc. on behalf of its beneficial direct and indirect owners.
- F6The Reporting Person is the manager of Meja, LLC. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
- F7The Reporting Person is the manager of Rolou, LLC. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
- F8The Reporting Person is the manager of Portico Ventures, LLC. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
- F9Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. Class B Common Stock will convert automatically into Class A Common Stock on the date on which the number of outstanding shares of Class B Common Stock and Class C Common Stock together represent less than 10% of the aggregate combined voting power of the issuer's capital stock. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon earlier of (i) any transfer, whether or not for value (subject to certain exceptions), or (ii) the death of the Reporting Person.