SEC Form 4 · accession 0001209191-17-011771

ZYNGA INC · ZNGA

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

Reporting owner

L John Doerr

Director

Period of report

Feb 14, 2017

Accepted (ET)

Feb 16, 2017 · 8:18 pm EST

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^F1	Feb 14, 2017	C	24,041,532	$0.00	A	36,454,438	I	By Kleiner Perkins Caufield & Byers XIII, LLC
Class A Common Stock^F1	Feb 14, 2017	J	36,454,438	$0.00	D	0	I	By Kleiner Perkins Caufield & Byers XIII, LLC
Class A Common Stock^F3	Feb 14, 2017	J	12,925	$0.00	A	20,679	I	By 2750 Sand Hill Associates II, LLC
Class A Common Stock^F4	Feb 14, 2017	J	4,954,919	$0.00	A	8,545,774	I	By Clarus, LLC
Class A Common Stock^F4	Feb 14, 2017	J	1,002,475	$0.00	A	9,548,249	I	By Clarus, LLC
Class A Common Stock^F6	Feb 14, 2017	J	14,728	$0.00	A	23,563	I	By Meja, LLC
Class A Common Stock^F7	Feb 14, 2017	J	7,366	$0.00	A	11,785	I	By Rolou, LLC
Class A Common Stock^F8	Feb 14, 2017	J	20,207	$0.00	A	32,671	I	By Portico Ventures LLC
Class A Common Stock	holding	—	—		—	1,266,590	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^F1,F9	$0.00	Feb 14, 2017	C	24,041,532	D	—	—	Class A Common Stock	24,041,532	0	I
Class B Common Stock^F10	$0.00	holding	—	—	—	—	—	Class A Common Stock	1,679,723	1,679,723	D
Class B Common Stock^F10	$0.00	holding	—	—	—	—	—	Class A Common Stock	102,287	102,287	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. Doerr, none of whom has veto power. Excludes 2,562,330 Class A shares 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.
F10Each 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.
F2Represents shares received in a pro rata distribution by KPCB XIII to its members without consideration.
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.
F5Represents shares received in a pro rata distribution by KPCB Holdings, Inc. to its beneficial direct and indirect owners without consideration.
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.