Sec Form 4 Filing - DOERR L JOHN @ ZYNGA INC - 2017-02-14

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
DOERR L JOHN
2. Issuer Name and Ticker or Trading Symbol
ZYNGA INC [ ZNGA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
2750 SAND HILL ROAD
3. Date of Earliest Transaction (MM/DD/YY)
02/14/2017
(Street)
MENLO PARK, CA94025
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 02/14/2017 C 24,041,532 A $ 0 36,454,438 I By Kleiner Perkins Caufield & Byers XIII, LLC ( 1 )
Class A Common Stock 02/14/2017 J( 2 ) 36,454,438 D $ 0 0 I By Kleiner Perkins Caufield & Byers XIII, LLC ( 1 )
Class A Common Stock 02/14/2017 J( 2 ) 12,925 A $ 0 20,679 I By 2750 Sand Hill Associates II, LLC ( 3 )
Class A Common Stock 02/14/2017 J( 2 ) 4,954,919 A $ 0 8,545,774 I By Clarus, LLC ( 4 )
Class A Common Stock 02/14/2017 J( 5 ) 1,002,475 A $ 0 9,548,249 I By Clarus, LLC ( 4 )
Class A Common Stock 02/14/2017 J( 2 ) 14,728 A $ 0 23,563 I By Meja, LLC ( 6 )
Class A Common Stock 02/14/2017 J( 2 ) 7,366 A $ 0 11,785 I By Rolou, LLC ( 7 )
Class A Common Stock 02/14/2017 J( 5 ) 20,207 A $ 0 32,671 I By Portico Ventures LLC ( 8 )
Class A Common Stock 1,266,590 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock $ 0 02/14/2017 C 24,041,532 ( 9 ) ( 9 ) Class A Common Stock 24,041,532 $ 0 0 I by Kleiner Perkins Caufield & Byers XIII, LLC ( 1 )
Class B Common Stock $ 0 ( 10 ) ( 10 ) Class A Common Stock 1,679,723 1,679,723 D
Class B Common Stock $ 0 ( 10 ) ( 10 ) Class A Common Stock 102,287 102,287 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DOERR L JOHN
2750 SAND HILL ROAD
MENLO PARK, CA94025
X
Signatures
/s/ Devang Shah as power of attorney for L. John Doerr 02/16/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The 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.
( 2 )Represents shares received in a pro rata distribution by KPCB XIII to its members without consideration.
( 3 )The 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.
( 4 )The 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.
( 5 )Represents shares received in a pro rata distribution by KPCB Holdings, Inc. to its beneficial direct and indirect owners without consideration.
( 6 )The 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.
( 7 )The 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.
( 8 )The 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.
( 9 )Each 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.
( 10 )Each 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 Cl ass 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.

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