SEC Form 4 · accession 0001209191-16-121904

ZYNGA INC · ZNGA

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

Reporting owner

William B Gordon

Director

Period of report

May 17, 2016

Accepted (ET)

May 19, 2016 · 8:10 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^F2	May 17, 2016	J	10,491,750	$0.00	D	4,726,130	I	By Kleiner Perkins Caufield & Byers XIII, LLC
Class A Common Stock^F2	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	holding	—	—		—	739,546	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 Stock^F2,F3	$0.00	May 18, 2016	C	13,282,376	D	—	—	Class A Common Stock	13,282,376	24,041,532	I
Class B Common Stock^F4,F3	$0.00	holding	—	—	—	—	—	Class A Common Stock	1,679,723	1,679,723	I
Class B Common Stock^F5,F3	$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.
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. Gordon, 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.
F3Each 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.
F4The 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. Gordon, none of whom has veto power.
F5The 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. Gordon, none of whom has veto power.