0001209191-11-061527.txt : 20111215 0001209191-11-061527.hdr.sgml : 20111215 20111215170358 ACCESSION NUMBER: 0001209191-11-061527 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20111215 FILED AS OF DATE: 20111215 DATE AS OF CHANGE: 20111215 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KARP JEFFREY S CENTRAL INDEX KEY: 0001516456 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35375 FILM NUMBER: 111263956 MAIL ADDRESS: STREET 1: 209 REDWOOD SHORES PARKWAY STREET 2: LEGAL DEPT CITY: REDWOOD CITY STATE: CA ZIP: 94065-1175 ISSUER: 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 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 3 1 doc3.xml FORM 3 SUBMISSION X0204 3 2011-12-15 1 0001439404 ZYNGA INC ZNGA 0001516456 KARP JEFFREY S C/O ZYNGA INC. 699 EIGHTH STREET SAN FRANCISCO CA 94103 0 1 0 0 Chief Mrktg, Revenue Officer As described in the Issuer's Registration Statement on Form S-1 for the Issuer's initial public offering (the "IPO"), the Reporting Person holds restricted stock units ("RSUs"), the vesting of which are subject to the satisfaction of both a service-based condition and a liquidity event-based condition. As a result, the RSUs are not yet considered reportable for purposes of Section 16, and are not reflected on this Form 3. The liquidity event-based condition of the RSUs will be satisfied upon the execution and effectiveness of an underwriting agreement by and among the Issuer, the underwriters and certain selling stockholders of the Issuer, in connection with the IPO and, therefore, the Reporting Person will file a Form 4 following the execution of the Underwriting Agreement with respect to RSUs that vest at such time. /s/ Jeffrey S. Karp 2011-12-15 EX-24.3_400862 2 poa.txt POA DOCUMENT LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Reginald D. Davis, Chrystal Menard, Devang Shah, Karyn Smith, Sara Stapleton, Mark Vranesh and David M. Wehner as the undersigned's true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to: (1) prepare, execute, acknowledge, deliver and file Forms 3, 4, and 5 (including any amendments thereto) with respect to the securities of Zynga Inc., a Delaware corporation (the "Company"), with the United States Securities and Exchange Commission, any national securities exchanges and the Company, as considered necessary or advisable under Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the "Exchange Act"); (2) seek or obtain, as the undersigned's representative and on the undersigned's behalf, information on transactions in the Company's securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and (3) perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing. The undersigned acknowledges that: (1) this Power of Attorney authorizes, but does not require, such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information; (2) any documents prepared and/or executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable; (3) neither the Company nor such attorney-in-fact assumes (i) any liability for the undersigned's responsibility to comply with the requirement of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and (4) this Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under the Exchange Act, including without limitation the reporting requirements under Section 16 of the Exchange Act. The undersigned hereby gives and grants the foregoing attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney. This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to such attorney-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 13th day of December, 2011. /s/ Jeffrey S. Karp Jeffrey S. Karp