Schedule 13G

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.    )*

 

 

 

Zynga Inc.

(Name of Issuer)

 

 

 

Class A Common Stock

(Title of Class of Securities)

 

98986T108

(CUSIP Number)

 

December 31, 2011

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

 

*   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 the disclosures provided in a prior cover page.

The information required in 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).

 

 

 


CUSIP No. 98986T108   13G  

 

  1.   

Names of Reporting Persons

 

Mark J. Pincus

  2.  

Check the Appropriate Box if a Member of a Group (see instructions)

(a)  ¨        (b)  ¨

 

  3.  

SEC USE ONLY

 

  4.  

Citizenship or Place of Organization

 

USA

Number of

Shares Beneficially

Owned by

Each

Reporting

Person With:

   5.    

Sole Voting Power

 

81,370,384(1)(2)

   6.   

Shared Voting Power

 

29,092,934(2)(3)

   7.   

Sole Dispositive Power

 

81,370,384(1)(2)

   8.   

Shared Dispositive Power

 

29,092,934(2)(3)

  9.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

110,463,318(1)(2)(3)

10.

 

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)    x

 

1,440,000(4)

11.

 

Percent of Class Represented by Amount in Row 9

 

47.7%(5)

12.

 

Type of Reporting Person (see instructions)

 

IN

 

(1) Includes 53,652,912 shares of Class B common stock and 20,517,472 shares of Class C common stock held directly by the Reporting Person. Also includes 7,200,000 shares of Class B common stock subject to options held by the Reporting Person that are exercisable within 60 days of December 31, 2011.
(2) The Class B common stock and the Class C common stock are convertible at the holder’s option into the Issuer’s Class A common stock on a 1-for-1 basis. Class B and Class C 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. The holders of Class B common stock are entitled to seven votes per share and the holders of Class C common stock are entitled to seventy votes per share.


(3) Includes 1,327,300 shares of Class B common stock held jointly by the Reporting Person and his wife and 27,765,634 shares of Class B common stock held by Ogden Enterprises, LLC, of which the Reporting Person serves as manager.
(4) Shares held by Reporting Person’s wife over which the Reporting Person has no voting or dispositive power.
(5) Based on 121,381,032 shares of Class A common stock outstanding as of December 31, 2011, as reported by the Issuer to the Reporting Person, plus the number of shares of Class B common stock and Class C common stock held by the Reporting Person or affiliates of the Reporting Person, which are treated as converted into Class A common stock only for the purpose of computing the percentage ownership of the Reporting Person.


CUSIP No. 98986T108   13G  

 

  1.   

Names of Reporting Persons

 

Ogden Enterprises LLC

  2.  

Check the Appropriate Box if a Member of a Group (see instructions)

(a)  ¨        (b)  ¨

 

  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

 

27,765,634(1)(2)

   6.   

Shared Voting Power

 

0

   7.   

Sole Dispositive Power

 

27,765,634(1)(2)

   8.   

Shared Dispositive Power

 

0

  9.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

27,765,634(1)(2)

10.

 

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)    ¨

 

11.

 

Percent of Class Represented by Amount in Row 9

 

18.6%(3)

12.

 

Type of Reporting Person (see instructions)

 

OO

 

(1) Represents shares of Class B common stock held directly.
(2) The Class B common stock is convertible at the holder’s option into the Issuer’s Class A common stock on a 1-for-1 basis. 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. The holders of Class B common stock are entitled to seven votes per share.
(3) Based on 121,381,032 shares of Class A common stock outstanding as of December 31, 2011, as reported by the Issuer to the Reporting Person, plus the number of shares of Class B common stock held by the Reporting Person or affiliates of the Reporting Person, which are treated as converted into Class A common stock only for the purpose of computing the percentage ownership of the Reporting Person.


Item 1(a).    Name of Issuer:
   Zynga Inc.
Item 1(b).    Address of Issuer’s Principal Executive Offices:
   699 Eighth Street
   San Francisco, CA 94103
Item 2(a).    Name of Person Filing:
   Mark J. Pincus
   Ogden Enterprises LLC
Item 2(b).    Address of Principal Business Office or, if none, Residence:
   c/o Zynga Inc.
   699 Eighth Street
   San Francisco, CA 94103
Item 2(c).    Citizenship:
   Mark J. Pincus                        USA
   Ogden Enterprises LLC          Delaware
Item 2(d).    Title of Class of Securities:
   Class A Common Stock
Item 2(e).    CUSIP Number:
   98986T108
Item 3.   

If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

 

Not applicable

Item 4.    Ownership

 

(a)    Amount Beneficially Owned:
      Mark J. Pincus    110,463,318(1)(2)(3)
      Ogden Enterprises LLC    27,765,634(4)
(b)    Percent of Class:
      Mark J. Pincus    47.7%(5)
      Ogden Enterprises LLC    18.6%(5)
(c)    Number of shares as to which the person has:
   (i)    Sole power to vote or to direct the vote
      Mark J. Pincus    81,370,384
      Ogden Enterprises LLC    27,765,634


   (ii)    Shared power to vote or to direct the vote:
      Mark J. Pincus    29,092,934
      Alison Gelb Pincus    1,327,300
      Ogden Enterprises LLC    0
   (iii)    Sole power to dispose or to direct the disposition of:
      Mark J. Pincus    81,370,384
      Ogden Enterprises LLC    27,765,634
   (iv)    Shared power to dispose or to direct the disposition of:
      Mark J. Pincus    29,092,934
      Ogden Enterprises LLC    0

 

(1) Includes 53,652,912 shares of Class B common stock and 20,517,472 shares of Class C common stock held directly by the Reporting Person. Also includes 7,200,000 shares subject to options held by the Reporting Person that are exercisable within 60 days of December 31, 2011.
(2) The Class B common stock and the Class C common stock are convertible at the holder’s option into the Issuer’s Class A common stock on a 1-for-1 basis. Class B and Class C 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. The holders of Class B common stock are entitled to seven votes per share and the holders of Class C common stock are entitled to seventy votes per share.
(3) Includes 1,327,300 shares of Class B common stock held jointly by the Reporting Person and his wife and 27,765,634 shares of Class B common stock held by Ogden Enterprises, LLC, of which the Reporting Person serves as manager.
(4) Represents shares of Class B common stock. The Class B common stock is convertible at the holder’s option into the Issuer’s Class A common stock on a 1-for-1 basis. 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. The holders of Class B common stock are entitled to seven votes per share.
(5) Based on 121,381,032 shares of Class A common stock outstanding as of December 31, 2011, as reported by the Issuer to the Reporting Person, plus the number of shares of Class B common stock held by the Reporting Person or affiliates of the Reporting Person, which are treated as converted into Class A common stock only for the purpose of computing the percentage ownership of the Reporting Person.

 

Item 5. Ownership of 5 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 5 percent of the class of securities, check the following  ¨.

 

Item 6. Ownership of More than 5 Percent on Behalf of Another Person

Not applicable

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable

 

Item 8. Identification and Classification of Members of the Group

Not applicable

 

Item 9. Notice of Dissolution of a Group

Not applicable

 

Item 10. Certification

Not applicable


SIGNATURE

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.

 

February 10, 2012

/s/ Mark J. Pincus

Mark J. Pincus
OGDEN ENTERPRISES LLC

/s/ Mark J. Pincus

Mark J. Pincus, Manager

 

Attention:     Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)