X0306 5 2012-12-31 0 0 0 0001439404 ZYNGA INC ZNGA 0001134069 PINCUS MARK J C/O ZYNGA INC. 699 EIGHTH STREET SAN FRANCISCO CA 94103 1 1 1 0 CEO, Chief Product Officer Class B Common Stock 2012-03-21 5 G 0 800000 0.00 D Class A Common Stock 800000 36352912 D Class B Common Stock Class A Common Stock 1440000 1440000 I See footnote Class B Common Stock Class A Common Stock 1327300 1327300 I See footnote Class B Common Stock Class A Common Stock 27765634 27765634 I See footnote Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. Class B Common Stock will convert automatically into Class A Common Stock on the date on which the number of outstanding shares of Class B Common Stock and Class C Common Stock together represent less than 10% of the aggregate combined voting power of the Issuer's capital stock. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon (i) any transfer, whether or not for value, (subject to certain exceptions), or (ii) in the event of the death or disability (as defined in the amended and restated certificate of incorporation of the Issuer) of Mr. Pincus, shares of Class B Common Stock held by him or his permitted estate planning entities will convert to Class A Common Stock, provided that the conversion will be deferred for up to nine months following his death or disability so long as exclusive voting control of his shares of Class B Common Stock is being exercised by a group of voting trustees previously approved by the Issuer's board of directors. The reported transaction reflects the reporting person's transfer of Class B Common Stock to Silicon Valley Community Foundation as a bonafide gift and for no consideration. Shares held directly by Alison Gelb Pincus, Mark Pincus' spouse. Shares held jointly by Mr. and Mrs. Pincus. Mr. Pincus holds shared voting and dispositive power with respect to the shares. Shares held directly by Ogden Enterprises LLC. Mark Pincus serves as Manager and holds shared voting and dispositive power with respect to the shares held by Ogden Enterprises LLC. /s/ Sara Stapleton, as power of attorney for Mark Pincus 2013-02-14