0001144204-13-007422.txt : 20130211 0001144204-13-007422.hdr.sgml : 20130211 20130211162945 ACCESSION NUMBER: 0001144204-13-007422 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130211 DATE AS OF CHANGE: 20130211 GROUP MEMBERS: ALBERT WENGER GROUP MEMBERS: BRAD BURNHAM GROUP MEMBERS: FRED WILSON GROUP MEMBERS: JOHN BUTTRICK GROUP MEMBERS: UNION SQUARE GP 2004, L.L.C. GROUP MEMBERS: UNION SQUARE PRINCIPALS 2004, A DELAWARE MULTIPLE SERIES LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ZYNGA INC CENTRAL INDEX KEY: 0001439404 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86543 FILM NUMBER: 13592029 BUSINESS ADDRESS: STREET 1: 699 EIGHTH STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94103 BUSINESS PHONE: 800-762-2530 MAIL ADDRESS: STREET 1: 699 EIGHTH STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94103 FORMER COMPANY: FORMER CONFORMED NAME: ZYNGA GAME NETWORK INC DATE OF NAME CHANGE: 20080708 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: UNION SQUARE VENTURES 2004 LP CENTRAL INDEX KEY: 0001309626 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 915 BROADWAY STREET 2: SUITE 1408 CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 2129947880 MAIL ADDRESS: STREET 1: 915 BROADWAY STREET 2: SUITE 1408 CITY: NEW YORK STATE: NY ZIP: 10010 SC 13G/A 1 v334628_sc13ga.htm FORM SC 13G/A

  

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, $0.00000625 per share

(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 ("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 Page 2 of 13 Pages

 

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Union Square Ventures 2004, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)   ¨

(b)   x

See Footnote 1

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH  

 5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

¨

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0%

12

TYPE OF REPORTING PERSON*

 

PN

 

(1)This Schedule 13G is filed by each of Union Square Ventures 2004, L.P. (“Ventures”), Union Square Principals 2004, a Delaware Multiple Series LLC (“Principals”), Union Square GP 2004, L.L.C. (“Union Square GP”), Brad Burnham (“Burnham”), Fred Wilson (“Wilson”), Albert Wenger (“Wenger”) and John Buttrick (“Buttrick”) (hereinafter sometimes referred to collectively as the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

 
 

  

CUSIP No.  98986T108 13G Page 3 of 13 Pages

 

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Union Square Principals 2004, a Delaware Multiple Series LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)   ¨

(b)   x

See Footnote 1

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

 5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

¨

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0%

12

TYPE OF REPORTING PERSON*

 

OO

 

 

 
 

 

CUSIP No.  98986T108 13G Page 4 of 13 Pages

  

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Union Square GP 2004, L.L.C.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)   ¨

(b)   x

See Footnote 1

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

 5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

¨

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0%

12

TYPE OF REPORTING PERSON*

 

OO

 

 
 

 

CUSIP No.  98986T108 13G Page 5 of 13 Pages

  

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Brad Burnham

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)   ¨

(b)   x

See Footnote 1

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

¨

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0%

12

TYPE OF REPORTING PERSON*

 

IN

 

 
 

 

CUSIP No.  98986T108 13G Page 6 of 13 Pages

  

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Fred Wilson

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)   ¨

(b)   x

See Footnote 1

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

 5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

¨

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0%

12

TYPE OF REPORTING PERSON*

 

IN

 

 
 

 

CUSIP No.  98986T108 13G Page 7 of 13 Pages

 

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Albert Wenger

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)   ¨

(b)   x

See Footnote 1

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

 5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

¨

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0%

12

TYPE OF REPORTING PERSON*

 

IN

 

 
 

  

CUSIP No.  98986T108 13G Page 8 of 13 Pages

 

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

John Buttrick

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)   ¨

(b)   x

See Footnote 1

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

 5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

¨

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0%

12

TYPE OF REPORTING PERSON*

 

IN

 

 
 

 

CUSIP No.  98986T108 13G Page 9 of 13 Pages

 

Item 1.

 

(a) Name of Issuer
   
  Zynga Inc. (the “Issuer”)
   
(b) Address of Issuer’s Principal Executive Offices
   
  699 Eighth Street
  San Francisco, CA 94103

 

Item 2.

 

(a) Name of Person Filing
   
  Union Square Ventures 2004, L.P.
  Union Square Principals 2004, a Delaware Multiple Series LLC
  Union Square GP 2004, L.L.C.
  Brad Burnham
  Fred Wilson
  Albert Wenger
  John Buttrick
   
  See attached Exhibit A, which is a copy of their agreement in writing to file this statement on behalf of each of them.
   
(b) Address of Principal Business Office or, if none, Residence
   
  The business address for each of Ventures, Principals, Union Square GP, Burnham, Wilson, Wenger and Buttrick is c/o Union Square Ventures, 915 Broadway 19th Floor, New York, NY 10010.
   
(c) Citizenship
   
  Ventures is a limited partnership organized under the laws of the State of Delaware. Each of Principals and Union Square GP are limited liability companies organized under the laws of the State of Delaware. Messrs. Burnham, Wilson, Wenger and Buttrick are citizens of the United States.

 

 
 

 

CUSIP No.  98986T108 13G Page 10 of 13 Pages

 

(d) Title of Class of Securities
   
  Class A Common Stock, $0.00000625 per share (the “Class A Common Stock”)
   
(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.

 

(a) ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
     
(b) ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
     
(c) ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
     
(d) ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
     
(e) ¨ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
     
(f) ¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
     
(g) ¨ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
     
(h) ¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
     
(i) ¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
     
(j) ¨ Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

Item 4. Ownership.

 

  Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a) Amount beneficially owned:
   
  As of December 31, 2012 none of Ventures, Principals, Union Square GP and Messrs. Burnham, Wilson, Wenger or Buttrick beneficially owned any shares of Class A Common Stock of the Issuer.
   
(b) Percent of class:
   
  As of December 31, 2012 each of Ventures, Principals, Union Square GP and Messrs. Burnham, Wilson, Wenger and Buttrick owned 0% of the shares of Class A Common Stock of the Issuer.

 

 
 

 

CUSIP No.  98986T108 13G Page 11 of 13 Pages

 

(c)Number of shares as to which the person has:

 

(i)Sole power to vote or to direct the vote – 0

 

(ii)Shared power to vote or to direct the vote – 0

 

(iii)Sole power to dispose or to direct the disposition of – 0

 

(iv)Shared power to dispose or to direct the disposition of – 0

 

Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).

  

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 person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x.

 

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.

 

Not Applicable

 

Item 8. Identification and Classification of Members of the Group.

 

Not Applicable

 

Item 9. Notice of Dissolution of Group.

 

Not Applicable

 

Item 10. Certification

 

Not Applicable

 

 
 

 

CUSIP No.  98986T108 13G Page 12 of 13 Pages

 

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 11, 2013 Union Square Ventures 2004, L.P.
  By: its General Partner, Union Square GP 2004, L.L.C.
   
  By : /s/Fred Wilson
  Name: Fred Wilson
  Title: Managing Member
   
February 11, 2013 Union Square Principals 2004, a Delaware Multiple Series LLC
  By: its General Partner, Union Square GP 2004, L.L.C.
   
  By: /s/Fred Wilson
  Name: Fred Wilson
  Title: Managing Member
   
February 11, 2013 Union Square GP 2004, L.L.C.
   
  By: /s/Fred Wilson
  Name: Fred Wilson
  Title: Managing Member
   
February 11, 2013  
  /s/Brad Burnham
  Brad Burnham
   
February 11, 2013 /s/Fred Wilson
  Fred Wilson
   
February 11, 2013 /s/Albert Wenger
  Albert Wenger
   
February 11, 2013 /s/John Buttrick
  John Buttrick

 

 
 

 

CUSIP No.  98986T108 13G Page 13 of 13 Pages

 

EXHIBIT A

AGREEMENT

JOINT FILING OF SCHEDULE 13G

 

The undersigned hereby agree to jointly prepare and file with regulatory authorities a Schedule 13G and any future amendments thereto reporting each of the undersigned’s ownership of securities of Zynga Inc. and hereby affirm that such Schedule 13G is being filed on behalf of each of the undersigned.

 

February 11, 2013 Union Square Ventures 2004, L.P.
  By: its General Partner, Union Square GP 2004, L.L.C.
     
  By : /s/Fred Wilson
  Name: Fred Wilson
  Title: Managing Member
   
February 11, 2013 Union Square Principals 2004, a Delaware Multiple Series LLC
  By:  its General Partner, Union Square GP 2004, L.L.C.
     
  By: /s/Fred Wilson
  Name: Fred Wilson
  Title: Managing Member
   
February 11, 2013 Union Square GP 2004, L.L.C.
     
  By: /s/Fred Wilson
  Name: Fred Wilson
  Title: Managing Member
   
February 11, 2013  
  /s/Brad Burnham
  Brad Burnham
   
February 11, 2013 /s/Fred Wilson
  Fred Wilson
   
February 11, 2013 /s/Albert Wenger
  Albert Wenger
   
February 11, 2013 /s/John Buttrick
  John Buttrick