Amended Statement of Ownership (sc 13g/a)
February 13 2017 - 6:23AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. 2)*
Zynga Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class
of Securities)
98986T108
(CUSIP Number)
December 31, 2016
(Date of Event
Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
*The remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
(Continued on following pages)
Page
1
of 10
Exhibit Index on Page 9
CUSIP # 98986T108
|
Page
2
of 10
|
1
|
NAME OF REPORTING PERSONS Kleiner Perkins Caufield & Byers XIII, LLC (“KPCB XIII”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
36,454,438 shares (including 24,041,532 shares of Class B Common
Stock that are convertible at any time at the option of KPCB XIII into 24,041,532 shares of Class A Common Stock), except that
KPCB XIII Associates, LLC (“Associates”), the managing member of KPCB XIII, may be deemed to have sole power to vote
these shares.
|
|
6
|
SHARED VOTING POWER
See response to row 5.
|
|
7
|
SOLE DISPOSITIVE POWER
36,454,438 shares (including 24,041,532 shares of Class B Common
Stock that are convertible at any time at the option of KPCB XIII into 24,041,532 shares of Class A Common Stock), except that
Associates, the managing member of KPCB XIII, may be deemed to have sole power to dispose of these shares.
|
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
36,454,438
1
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
4.6%
2
|
12
|
TYPE OF REPORTING PERSON
|
OO
|
1
Consists of shares of Class A common stock and Class
B common stock. Each share of Class B common stock is convertible at the option of the holder into one share of Class A common
stock. The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to the aforementioned
conversion rights and voting rights. Each share of Class B common stock is entitled to seven votes per share, whereas each share
of Class A common stock is entitled to one vote per share.
2
Assumes the conversion of all such reporting person’s
beneficially owned shares of Class B common stock into shares of Class A common stock.
CUSIP # 98986T108
|
Page
3
of 10
|
1
|
NAME OF REPORTING PERSONS KPCB XIII Associates, LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
36,454,438 shares (including 24,041,532 shares of Class B Common
Stock that are convertible at any time at the option of KPCB XIII into 24,041,532 shares of Class A Common Stock), all of which
are directly owned by KPCB XIII. Associates, the managing member of KPCB XIII, may be deemed to have sole power to vote these shares.
|
|
6
|
SHARED VOTING POWER
See response to row 5.
|
|
7
|
SOLE DISPOSITIVE POWER
36,454,438 shares (including 24,041,532 shares of Class B Common
Stock that are convertible at any time at the option of KPCB XIII into 24,041,532 shares of Class A Common Stock), all of which
are directly owned by KPCB XIII. Associates, the managing member of KPCB XIII, may be deemed to have sole power to dispose of these
shares.
|
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
36,454,438
3
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
4.6%
4
|
12
|
TYPE OF REPORTING PERSON
|
OO
|
3
Consists of shares of Class A common stock and Class
B common stock. Each share of Class B common stock is convertible at the option of the holder into one share of Class A common
stock. The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to the aforementioned
conversion rights and voting rights. Each share of Class B common stock is entitled to seven votes per share, whereas each share
of Class A common stock is entitled to one vote per share.
4
Assumes the conversion of all such reporting person’s
beneficially owned shares of Class B common stock into shares of Class A common stock.
CUSIP # 98986T108
|
Page
4
of 10
|
1
|
NAME OF REPORTING PERSONS KPCB Digital Growth Fund, LLC (“KPCB DGF”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
1,679,723 shares (including 1,679,723 shares of Class B Common Stock
that are convertible at any time at the option of KPCB DGF into 1,679,723 shares of Class A Common Stock), except that KPCB DGF
Associates, LLC (“DGF Associates”), the managing member of KPCB DGF, may be deemed to have sole power to vote these
shares.
|
|
6
|
SHARED VOTING POWER
See response to row 5.
|
|
7
|
SOLE DISPOSITIVE POWER
1,679,723 shares (including 1,679,723 shares of Class B Common Stock
that are convertible at any time at the option of KPCB DGF into 1,679,723 shares of Class A Common Stock), except that DGF Associates,
the managing member of KPCB DGF, may be deemed to have sole power to dispose of these shares.
|
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
1,679,723
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0.2%
5
|
12
|
TYPE OF REPORTING PERSON
|
OO
|
5
Assumes the conversion of all such reporting person’s
beneficially owned shares of Class B common stock into shares of Class A common stock.
CUSIP # 98986T108
|
Page
5
of 10
|
1
|
NAME OF REPORTING PERSONS KPCB Digital Growth Founders Fund, LLC (“KPCB DGFF”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
102,287 shares (including 102,287 shares of Class B Common Stock
that are convertible at any time at the option of KPCB DGFF into 102,287 shares of Class A Common Stock), except that DGF Associates,
the managing member of KPCB DGFF, may be deemed to have sole power to vote these shares.
|
|
6
|
SHARED VOTING POWER
See response to row 5.
|
|
7
|
SOLE DISPOSITIVE POWER
102,287 shares (including 102,287 shares of Class B Common Stock
that are convertible at any time at the option of KPCB DGFF into 102,287 shares of Class A Common Stock), except that Associates,
the managing member of KPCB DGFF, may be deemed to have sole power to dispose of these shares.
|
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
102,287
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0.0%
6
|
12
|
TYPE OF REPORTING PERSON
|
OO
|
6
Assumes the conversion of all such reporting person’s
beneficially owned shares of Class B common stock into shares of Class A common stock.
CUSIP # 98986T108
|
Page
6
of 10
|
1
|
NAME OF REPORTING PERSONS KPCB DGF Associates, LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
1,782,010 shares (including 1,679,723 shares of Class B Common Stock
that are convertible at any time at the option of KPCB DGF into 1,679,723 shares of Class A Common Stock and 102,287 shares of
Class B Common Stock that are convertible at any time at the option of KPCB DGFF into 102,287 shares of Class A Common Stock),
of which 1,679,723 are directly owned by KPCB DGF and 102,287 are directly owned by KPCB DGFF. DGF Associates, the managing member
of KPCB DGF and KPCB DGFF, may be deemed to have sole power to vote these shares.
|
|
6
|
SHARED VOTING POWER
See response to row 5.
|
|
7
|
SOLE DISPOSITIVE POWER
1,782,010 shares (including 1,679,723 shares of Class B Common Stock
that are convertible at any time at the option of KPCB DGF into 1,679,723 shares of Class A Common Stock and 102,287 shares of
Class B Common Stock that are convertible at any time at the option of KPCB DGFF into 102,287 shares of Class A Common Stock),
of which 1,679,723 are directly owned by KPCB DGF and 102,287 are directly owned by KPCB DGFF. DGF Associates, the managing member
of KPCB DGF and KPCB DGFF, may be deemed to have sole power to dispose of these shares.
|
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
1,782,010
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0.2%
7
|
12
|
TYPE OF REPORTING PERSON
|
OO
|
7
Assumes the conversion of all
such reporting person’s beneficially owned shares of Class B common stock into shares of Class A common stock.
CUSIP # 98986T108
|
Page
7
of 10
|
This Amendment No. 2 amends the Statement on
Schedule 13G previously filed by Kleiner Perkins Caufield & Byers XIII, LLC, a Delaware limited liability company, KPCB XIII
Associates, LLC, a Delaware limited liability company, KPCB Digital Growth Fund, LLC, a Delaware limited liability company, KPCB
Digital Growth Founders Fund, LLC, a Delaware limited liability company and KPCB DGF Associates, LLC, a Delaware limited liability
company. The foregoing entities are collectively referred to as the “Reporting Persons.” Only those items as to which
there has been a change are included in this Amendment No. 2.
The following information with respect
to the ownership of the ordinary shares of the Issuer by the persons filing this Statement is provided as of December 31,
2016:
|
(a)
|
Amount beneficially owned
:
|
See Row 9 of cover page for each Reporting
Person.
See Row 11 of cover page for each Reporting
Person.
|
(c)
|
Number of shares as to which such person has
:
|
|
(i)
|
Sole power to vote or to direct the vote
:
|
See Row 5 of cover page for each Reporting
Person.
|
(ii)
|
Shared power to vote or to direct the vote
:
|
See Row 6 of cover page for each Reporting
Person.
|
(iii)
|
Sole power to dispose or to direct the disposition of
:
|
See Row 7 of cover page for each Reporting
Person.
|
(iv)
|
Shared power to dispose or to direct the disposition of
:
|
See Row 8 of cover page for each Reporting
Person.
|
ITEM 5.
|
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
|
If this statement
is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following:
x
Yes
CUSIP # 98986T108
|
Page
8
of 10
|
SIGNATURES
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 10, 2017
|
KLEINER PERKINS CAUFIELD & BYERS XIII, LLC, a Delaware limited liability company
|
|
|
|
By: KPCB XIII ASSOCIATES, LLC, a Delaware limited liability company, its managing member
|
|
|
|
|
By:
|
/s/ Susan Biglieri
|
|
|
Susan Biglieri
|
|
|
Chief Financial Officer
|
|
|
|
|
KPCB XIII ASSOCIATES, LLC, a Delaware limited liability company
|
|
|
|
|
By:
|
/s/ Susan Biglieri
|
|
|
Susan Biglieri
|
|
|
Chief Financial Officer
|
|
|
|
|
KPCB DIGITAL GROWTH FUND, LLC, a Delaware limited liability company
|
|
|
|
By: KPCB DGF ASSOCIATES, LLC, a Delaware limited liability company, its managing member
|
|
|
|
|
By:
|
/s/ Susan Biglieri
|
|
|
Susan Biglieri
|
|
|
Chief Financial Officer
|
|
|
|
|
KPCB DIGITAL GROWTH FOUNDERS FUND, LLC, a Delaware limited liability company
|
|
|
|
By: KPCB DGF ASSOCIATES, LLC, a Delaware limited liability company, its managing member
|
|
|
|
|
By:
|
/s/ Susan Biglieri
|
|
|
Susan Biglieri
|
|
|
Chief Financial Officer
|
|
|
|
|
KPCB DGF ASSOCIATES, LLC, a Delaware limited liability company
|
|
|
|
|
By:
|
/s/ Susan Biglieri
|
|
|
Susan Biglieri
|
|
|
Chief Financial Officer
|
CUSIP # 98986T108
|
Page
9
of 10
|
EXHIBIT INDEX
|
|
Found on
Sequentially
|
Exhibit
|
|
Numbered Page
|
|
|
|
Exhibit A: Agreement of Joint Filing
|
|
10
|
CUSIP # 98986T108
|
Page
10
of 10
|
exhibit A
Agreement of Joint Filing
The Reporting Persons hereby
agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of the Issuer shall be filed on behalf
of each of the Reporting Persons. Note that copies of the applicable Agreement of Joint Filing are already on file with the appropriate
agencies.
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