SEC Form 4 · accession 0001209191-17-011773
ZYNGA INC · ZNGA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William B Gordon
Director
Period of report
Feb 14, 2017
Accepted (ET)
Feb 16, 2017 · 8:20 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 StockF1 | Feb 14, 2017 | C | 24,041,532 | $0.00 | A | 36,454,438 | I | By Kleiner Perkins Caufield & Byers XIII, LLC |
| Class A Common StockF1 | Feb 14, 2017 | J | 36,454,438 | $0.00 | D | 0 | I | By Kleiner Perkins Caufield & Byers XIII, LLC |
| Class A Common Stock | holding | — | — | — | 794,435 | 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 StockF3,F4 | $0.00 | Feb 14, 2017 | C | 24,041,532 | D | — | — | Class A Common Stock | 24,041,532 | 0 | I |
| Class B Common StockF5,F4 | $0.00 | holding | — | — | — | — | — | Class A Common Stock | 1,679,723 | 1,679,723 | I |
| Class B Common StockF6,F4 | $0.00 | holding | — | — | — | — | — | Class A Common Stock | 102,287 | 102,287 | I |
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 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.
- F2Represents shares received in a pro rata distributions by KPCB XIII to its members without consideration.
- 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.
- F4Each 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.
- F5The 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.
- F6The 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.