Edgar Filing: Silver Lake Partners III LP

SC 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Zynga Inc.

(Name of Issuer)

Class A common stock

(Title of Class of Securities)

98986T108

(CUSIP Number)

December 31, 2012

(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 (the “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				Page 2 of 11


1.	Name of Reporting Person: Silver Lake Partners III, L.P. I.R.S. Identification Nos. of above persons (entities only): Not required
2.	Check the Appropriate Box if a Member of a Group (a) x (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: 16,950,686
		6.	Shared Voting Power: 0
		7.	Sole Dispositive Power: 16,950,686
		8.	Shared Dispositive Power: 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person: 16,950,686
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9): 2.9% (1)
12.	Type of Reporting Person (See Instructions): PN

(1)

Percentage ownership has been determined based on (a) 594,062,218 shares of Class A common stock outstanding as of December 31, 2012 based on information provided by the Issuer and (b) no conversions of Class B common stock or Class C common stock into Class A common stock by holders of such classes of common stock.


CUSIP No. 98986T108				Page 3 of 11


1.	Name of Reporting Person: Silver Lake Technology Investors III, L.P. I.R.S. Identification Nos. of above persons (entities only): Not required
2.	Check the Appropriate Box if a Member of a Group (a) x (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: 179,088
		6.	Shared Voting Power: 0
		7.	Sole Dispositive Power: 179,088
		8.	Shared Dispositive Power: 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person: 179,088
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9): 0.03% (1)
12.	Type of Reporting Person (See Instructions): PN

(1)


CUSIP No. 98986T108				Page 4 of 11


1.	Name of Reporting Person: Silver Lake Technology Associates III, L.P. I.R.S. Identification Nos. of above persons (entities only): Not required
2.	Check the Appropriate Box if a Member of a Group (a) x (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: 0
		6.	Shared Voting Power: 17,129,774 (1)
		7.	Sole Dispositive Power: 0
		8.	Shared Dispositive Power: 17,129,774 (1)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person: 17,129,774 (1)
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9): 2.9% (2)
12.	Type of Reporting Person (See Instructions): PN

(1)	Represents (a) 16,950,686 shares of Class A common stock held by Silver Lake Partners III, L.P. and (b) 179,088 shares of Class A common stock held by Silver Lake Technology Investors III, L.P.

(2)


CUSIP No. 98986T108				Page 5 of 11


1.	Name of Reporting Person: SLTA III (GP), L.L.C. I.R.S. Identification Nos. of above persons (entities only): Not required
2.	Check the Appropriate Box if a Member of a Group (a) x (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: 0
		6.	Shared Voting Power: 17,129,774 (1)
		7.	Sole Dispositive Power: 0
		8.	Shared Dispositive Power: 17,129,774 (1)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person: 17,129,774 (1)
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9): 2.9% (2)
12.	Type of Reporting Person (See Instructions): CO

(1)	Represents (a) 16,950,686 shares of Class A common stock held by Silver Lake Partners III, L.P. and (b) 179,088 shares of Class A common stock held by Silver Lake Technology Investors III, L.P.

(2)	See footnote 2 to the cover page for Silver Lake Technology Associates III, L.P.


CUSIP No. 98986T108				Page 6 of 11


1.	Name of Reporting Person: Silver Lake Group, L.L.C. I.R.S. Identification Nos. of above persons (entities only): Not required
2.	Check the Appropriate Box if a Member of a Group (a) x (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: 0
		6.	Shared Voting Power: 17,129,774 (1)
		7.	Sole Dispositive Power: 0
		8.	Shared Dispositive Power: 17,129,774 (1)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person: 17,129,774 (1)
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9): 2.9% (2)
12.	Type of Reporting Person (See Instructions): CO

(1)	Represents (a) 16,950,686 shares of Class A common stock held by Silver Lake Partners III, L.P. and (b) 179,088 shares of Class A common stock held by Silver Lake Technology Investors III, L.P.

(2)	See footnote 2 to the cover page for Silver Lake Technology Associates III, L.P.


CUSIP No. 98986T108				Page 7 of 11

Item 1(a).

Name of Issuer:

Zynga Inc. (the “Issuer”)

Item 1(b).

Address of Issuer’s Principal Executive Offices:

699 Eighth Street

San Francisco, CA 94103

Item 2(a).

Name of Person(s) Filing:

The persons filing this Schedule are Silver Lake Partners III, L.P., Silver Lake Technology Investors III, L.P., Silver Lake Technology Associates III, L.P., SLTA III (GP), L.L.C. and Silver Lake Group, L.L.C. (each, a “Reporting Person” and, together, the “Reporting Persons”). The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended. The agreement among the Reporting Persons to file jointly is attached as Exhibit A to the original Schedule 13G filed on February 14, 2012.

Item 2(b).

Address of Principal Business Office or, if none, Residence:

For purposes of this filing, the address of the principal business office of the Reporting Persons is 2775 Sand Hill Road, Suite 100, Menlo Park, CA 94025.

Item 2(c).

Citizenship:

See Item 4 of the cover pages to this Schedule 13G.

Item 2(d).

Title of Class of Securities:

This Schedule 13G relates to the Class A common stock, par value $0.00000625 per share, of Zynga Inc.

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.

The information set forth in Rows 5 through 11 of the cover pages to this Schedule 13G is incorporated by reference 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 Persons have ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [ü].


CUSIP No. 98986T108				Page 8 of 11

Item 6.

Ownership of More than Five 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.

See Exhibit A.

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certification.

Not applicable.


CUSIP No. 98986T108				Page 9 of 11

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: February 13, 2013


SILVER LAKE PARTNERS III, L.P.

By:		Silver Lake Technology Associates III, L.P., its general partner

By:		SLTA III (GP), L.L.C., its general partner

By:		Silver Lake Group, L.L.C., its sole member

By:		/s/ KAREN M. KING
		Name: Karen M. King
		Title: Managing Director and Chief Legal Officer

SILVER LAKE TECHNOLOGY INVESTORS III, L.P.

By:		Silver Lake Technology Associates III, L.P., its general partner

By:		SLTA III (GP), L.L.C., its general partner

By:		Silver Lake Group, L.L.C., its sole member

By:		/s/ KAREN M. KING
		Name: Karen M. King
		Title: Managing Director and Chief Legal Officer

SILVER LAKE TECHNOLOGY ASSOCIATES III, L.P.

By:		SLTA III (GP), L.L.C., its general partner

By:		Silver Lake Group, L.L.C., its sole member

By:		/s/ KAREN M. KING
		Name: Karen M. King
		Title: Managing Director and Chief Legal Officer


CUSIP No. 98986T108				Page 10 of 11


SLTA III (GP), L.L.C.

By:		Silver Lake Group, L.L.C., its sole member

By:		/s/ KAREN M. KING
		Name: Karen M. King
		Title: Managing Director and Chief Legal Officer

SILVER LAKE GROUP, L.L.C.

By:		/s/ KAREN M. KING
		Name: Karen M. King
		Title: Managing Director and Chief Legal Officer


CUSIP No. 98986T108						EXHIBIT A		Page 11 of 11

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

Silver Lake Partners III, L.P., Silver Lake Technology Investors III, L.P., Silver Lake Technology Associates III, L.P., SLTA III (GP), L.L.C. and Silver Lake Group, L.L.C. are filing this statement on Schedule 13G as a group.

Silver Lake Partners III, L.P. is a Delaware limited partnership. Its general partner is Silver Lake Technology Associates III, L.P., a Delaware limited partnership.

Silver Lake Technology Investors III, L.P. is a Delaware limited partnership. Its general partner is Silver Lake Technology Associates III, L.P., a Delaware limited partnership.

Silver Lake Technology Associates III, L.P. is a Delaware limited partnership. Its general partner is SLTA III (GP), L.L.C., a Delaware limited liability company.

SLTA III (GP), L.L.C. is a Delaware limited liability company. Its sole member is Silver Lake Group, L.L.C., a Delaware limited liability company.

Silver Lake Group, L.L.C. is a Delaware limited liability company. Silver Lake Group, L.L.C. is controlled by Michael Bingle, James Davidson, Egon Durban, Kenneth Hao, Glenn Hutchins, Gregory Mondre and David Roux. Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that Michael Bingle, James Davidson, Egon Durban, Kenneth Hao, Glenn Hutchins, Gregory Mondre or David Roux is the beneficial owner of the securities referred to herein, and such beneficial ownership is expressly disclaimed, except to the extent of each individual’s pecuniary interest.