Zynga 2011 Annual Report Download - page 81

Table of Contents
Customer deposits represent amounts received for unredeemed gamecards as well as advanced payments from various customers. Other
current liabilities includes various expenses accrued by the Company for transaction taxes, acquisition-related expenses, compensation liabilities
and accrued accounts payable.
9. Stockholders’ Equity
Convertible Preferred Stock
As a result of closing the initial public offering in December 2011, our convertible preferred stock was automatically converted into Class
B common stock. The following table summarizes the rights and preferences of our respective series of convertible preferred stock immediately
prior to the conversion into common stock:
Common Stock
Our three classes of common stock are Class A common stock, Class B common stock and Class C common stock. The following are the
rights and privileges of our classes of common stock:
Dividends . The holders of outstanding shares of our Class A, Class B and Class C common stock are entitled to receive dividends out of
funds legally available at the times and in the amounts that our board of directors may determine.
Voting Rights . Holders of our Class A common stock are entitled to one vote per share, holders of our Class B common stock are entitled
to seven votes per share and holders of our Class C common stock are entitled to 70 votes per share. In general, holders of our Class A common
stock, Class B common stock and Class C common stock will vote together as a single class on all matters submitted to a vote of stockholders,
unless otherwise required by law. Delaware law could require either our Class A common stock, Class B common stock or our Class C common
stock to vote separately as a single class in the following circumstances:
Liquidation. Upon our liquidation, dissolution or winding-up, the assets legally available for distribution to our stockholders would be
distributable ratably among the holders of our Class A, Class B and Class C common stock after payment of liquidation preferences, if any, on
any outstanding shares of our preferred stock.
Preemptive or Similar Rights . None of our Class A, Class B or Class C common stock is entitled to preemptive rights, and neither is
subject to redemption.
Conversion. Our Class A common stock is not convertible into any other shares of our capital stock. Each share of our Class B common
stock and Class C common stock is convertible at any time at the option of the holder into one share of our Class A common stock. In addition,
after the closing of the initial public offering,
77
Par Value
Share Price at
Issuance
Authorized
Issued and
Outstanding
Liquidation
Preference
Dividend per share
per annum
(In thousands, except per share amounts)
Series A
$
0.00000625
$
0.056
95,400
92,344
$
5,212
$
0.00
Series A
-
1
0.00000625
0.125
40,207
38,710
4,839
$
0.01
Series B
0.00000625
0.42
59,391
59,391
25,000
$
0.03
Series B
-
1
0.00000625
4.75
3,200
2,989
14,187
$
0.38
Series B
-
2
0.00000625
6.44
48,163
48,163
310,000
$
0.51
Series C
0.00000625
$
14.03
53,461
34,927
490,000
$
1.12
Series Z
0.00000625
0.005
100,000
28,359
142
$
0.00
Total
399,822
304,885
$
849,380
• If we were to seek to amend our Certificate of Incorporation to increase the authorized number of shares of a class of stock, or to
increase or decrease the par value of a class of stock; and
•
If we were to seek to amend our Certificate of Incorporation in a manner that altered or changed the powers, preferences or special
rights of a class of stock in a manner that affected its holders adversely.