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Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
For the fiscal year ended December 31, 2011
OR
For the transition period from to
Commission File Number: 001-35375
Zynga Inc.
(Exact Name of Registrant as Specified in Its Charter)
699 Eighth Street
San Francisco, CA 94103
(Address of Principal Executive Offices) (Zip Code)
(855) 449-9642
(Registrant’s Telephone Number, including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes 1 No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes 1 No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes 1 No 1
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-
T during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such files). Yes 1 No 1
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. 1
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting
company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act. (Check one):
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes 1 No
The aggregate market value of the voting stock held by non-affiliates of the registrant on December 16, 2011, based upon the closing price
of $9.50 of the registrant’s Class A Common Stock as reported on the NASDAQ Global Select Market, was approximately $5.15 billion.
Excludes 179,126,854 million shares of the registrant’s common stock held by current executive officers, directors, and stockholders that the
registrant has concluded are affiliates of the registrant. The registrant has elected to use December 16, 2011 as the calculation date, which was
the initial trading date of the registrant’s Class A common stock on the NASDAQ Global Select Market, since on June 30, 2011 (the last
business day of the registrant’s second fiscal quarter), the registrant was a privately-held company.
As of February 14, 2012, there were 121,705,489 shares of the registrant’s Class A common stock outstanding, 584,480,339 shares of the
registrant’s Class B common stock outstanding and 20,517,472 shares of the registrant’s Class C common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant
’
s Proxy Statement for the 2012 Annual Meeting of Stockholders are incorporated herein by reference in Part III of
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
1
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Delaware
42
-
1733483
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification Number)
Title of each class:
Name of each exchange on which registered:
Class A Common Stock, par value $.00000625 per share
The Nasdaq Global Select Market
Large accelerated filer
1
Accelerated filer
1
Non
-
accelerated filer
(Do not check if a smaller reporting company)
Smaller reporting company
1