As filed with the Securities and Exchange Commission on May 6, 2016
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ZYNGA INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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42-1733483 |
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(State or other jurisdiction of Incorporation or organization) |
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(I.R.S. Employer Identification No.) |
699 Eighth Street
San Francisco, CA 94103
(855) 449-9642
(Address of principal executive offices) (Zip code)
2011 Equity Incentive Plan
2011 Employee Stock Purchase Plan
(Full title of the plan)
Michelle Quejado
Zynga Inc.
699 Eighth Street
San Francisco, CA 94103
(855) 449-9642
(Name and address of agent for service) (Telephone number, including area code, of agent for service)
Copies to:
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Thomas Ivey, Esq. |
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Devang S. Shah |
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Skadden, Arps, Slate, Meagher & Flom LLP |
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Zynga Inc. |
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525 University Ave., #1400 |
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699 Eighth Street |
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Palo Alto, California 94301 |
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San Francisco, CA 94103 |
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(650) 470-4500 |
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(855) 449-9642 |
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.
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Large accelerated filer |
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Accelerated filer |
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¨ |
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Non-accelerated filer |
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¨ (Do not check if a smaller reporting company) |
Smaller reporting company |
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¨ |
CALCULATION OF REGISTRATION FEE
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Title of Securities to be Registered |
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Amount to be |
Proposed Maximum Offering Price Per Share |
Proposed Maximum Aggregate Offering Price |
Amount of Registration Fee |
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Class A common stock, $0.00000625 par value per share |
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2011 Equity Incentive Plan |
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36,144,674(2) |
$2.39(3) |
$86,385,770.86(3) |
$8,699.05 |
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2011 Employee Stock Purchase Plan |
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18,072,337(4) |
$2.0315(5) |
$36,713,952.62(5) |
$3,697.10 |
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TOTAL: |
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54,217,011(4) |
N/A(5) |
$123,099,723.48(4) |
$12,396.15 |
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(1) |
Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, this registration statement on Form S-8 (this “Registration Statement”) shall also cover any additional shares of the Class A common stock, $0.00000625 par value per share (the “Class A Common Stock”), of Zynga Inc. (the “Registrant”) that become issuable under the 2011 Equity Incentive Plan, as amended on June 11, 2015 (the “2011 Plan”) and/or 2011 Employee Stock Purchase Plan, as amended on August 15, 2012 (the “2011 ESPP”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Class A Common Stock. |
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(2) |
Represents shares of Class A Common Stock that were automatically added to the shares authorized for issuance under the 2011 Plan on January 1, 2016 pursuant to an “evergreen” provision contained in the 2011 Plan. Pursuant to such provision, on January 1st of each year commencing in 2012 and continuing through and including January 1, 2021, the number of shares authorized for issuance under the 2011 Plan is automatically increased by four percent (4%) of the aggregate number of shares of the Registrant’s capital stock outstanding on December 31st of the preceding calendar year, or such lesser number of shares that may be determined by the Registrant’s Board of Directors. |
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(3) |
Estimated in accordance with Rules 457(c) and (h) solely for the purpose of calculating the registration fee based on a per share price of $2.39, the average of the high and low prices of the Class A Common Stock on April 29, 2016, as reported on the NASDAQ Global Select Market. |
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(4) |
Represents shares of Class A Common Stock that were automatically added to the shares authorized for issuance under the 2011 ESPP on January 1, 2016 pursuant to an “evergreen” provision contained in the 2011 ESPP. Pursuant to such provision, on January 1st of each year commencing in 2012 and continuing through and including January 1, 2021, the number of shares authorized for issuance under the 2011 ESPP is automatically increased by the lesser of (i) two percent (2%) of the aggregate number of shares of the Registrant’s capital stock outstanding on December 31st of the preceding calendar year, (ii) 25,000,000 shares of Class A Common Stock, or (iii) such lesser number of shares that may be determined by the Registrant’s Board of Directors. |
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(5) |
Estimated in accordance with Rules 457(c) and (h) solely for the purpose of calculating the registration fee based on 85% of a per share price of $2.39, the average of the high and low prices of the Class A Common Stock on April 29, 2016, as reported on the NASDAQ Global Select Market. Pursuant to the 2011 ESPP, which plan is incorporated by reference herein, the purchase price of the shares of Class A Common Stock to be issued thereunder will be 85% of the lower of the fair market value of the Class A Common Stock on the first trading day of the offering period or on the applicable purchase date. |
The Registrant is filing this Registration Statement for the purpose of registering (i) an additional 36,144,674 shares of Class A Common Stock to be issued pursuant to the 2011 Plan and (ii) an additional 18,072,337 shares of Class A Common Stock to be issued pursuant to the 2011 ESPP.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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ITEM 3. |
INCORPORATION OF DOCUMENTS BY REFERENCE |
The following documents filed by the Registrant with the Securities and Exchange Commission (the “SEC”) are incorporated by reference into this Registration Statement:
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The contents of the earlier registration statement relating to the 2011 Plan and the 2011 ESPP, previously filed with the SEC on December 15, 2011 (File No. 333-175298) are incorporated herein by reference and made a part of this Registration Statement; |
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The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed with the SEC on February 19, 2016; |
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The Registrant’s Definitive Proxy Statement on Schedule 14A filed with the SEC on April 28, 2016; |
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The Registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 6, 2016; and |
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The Registrant’s Current Report on Form 8-K filed with the SEC on March 1, 2016. |
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement, and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which de-registers all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents, except as to any portion of any future annual, quarterly or current report of the Registrant or document that is not deemed filed under such provisions. Unless expressly incorporated into this Registration Statement, a report (or portion thereof) “furnished” but not filed on Form 8-K shall not be incorporated by reference into this Registration Statement. Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
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Incorporated by Reference |
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Exhibit |
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Description of Exhibit |
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Form |
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File No. |
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Exhibit |
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Filing Date |
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Filed |
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3.1 |
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Seventeenth Amended and Restated Certificate of Incorporation of Zynga Inc. |
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8-K |
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001-35375 |
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3.1 |
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6/13/2014 |
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3.2 |
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Second Amended and Restated Bylaws of Zynga Inc. |
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8-K |
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001-35375 |
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3.1 |
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3/1/2016 |
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4.1 |
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Form of Zynga Inc. Class A Common Stock Certificate. |
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S-1/A |
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333-175298 |
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4.1 |
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11/4/2011 |
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4.2 |
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Zynga Inc. 2011 Equity Incentive Plan, as amended on June 11, 2015 (included as Appendix A to Schedule 14A). |
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DEF 14A |
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001-35375 |
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4/28/2015 |
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4.3 |
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Forms of Stock Option Grant Notice and Stock Option Agreement under Zynga Inc. 2011 Equity Incentive Plan. |
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S-1/A |
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333-175298 |
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10.5 |
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11/17/2011 |
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4.4 |
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Forms of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement under Zynga Inc. 2011 Equity Incentive Plan. |
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10-Q |
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333-35375 |
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10.3 |
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05/08/2012 |
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4.5 |
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Form of Performance Award Agreement under Zynga Inc. 2011 Equity Incentive Plan |
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8-K |
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001-35375 |
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10.1 |
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03/14/2014 |
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4.6 |
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Zynga Inc. 2011 Employee Stock Purchase Plan, as amended on August 15, 2012. |
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S-8 |
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333-206185 |
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4.6 |
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08/06/2015 |
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5.1 |
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Opinion of Skadden, Arps, Slate, Meagher & Flom LLP. |
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X |
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23.1 |
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Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1). |
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X |
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23.2 |
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Consent of Independent Registered Public Accounting Firm. |
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X |
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24.1 |
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Power of Attorney (included on the signature page of this Form S-8). |
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X |
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on this 5th day of May, 2016.
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ZYNGA INC. |
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By: |
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/s/ Frank Gibeau |
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Frank Gibeau |
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Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Frank Gibeau and Devang S. Shah, and each or any one of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
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Signature |
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Title |
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Date |
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/s/ Frank Gibeau Frank Gibeau |
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Director and Chief Executive Officer (Principal Executive Officer) |
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May 3, 2016 |
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/s/ Michelle Quejado Michelle Quejado |
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Interim Chief Financial Officer and Chief Accounting Officer (Principal Financial Officer and Principal Accounting Officer) |
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May 2, 2016 |
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/s/ Mark Pincus Mark Pincus |
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Director and Executive Chairman of the Board of Directors |
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May 3, 2016 |
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/s/ L. John Doerr L. John Doerr |
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Director |
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May 3, 2016 |
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/s/ Regina E. Dugan Regina E. Dugan |
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Director |
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May 3, 2016 |
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/s/ William “Bing” Gordon William “Bing” Gordon |
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Director |
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May 3, 2016 |
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/s/ Louis J. Lavigne, Jr. Louis J. Lavigne, Jr. |
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Director |
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May 3, 2016 |
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/s/ Sunil Paul Sunil Paul |
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Director |
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May 3, 2016 |
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/s/ Ellen F. Siminoff Ellen F. Siminoff |
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Director |
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May 2, 2016 |
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Incorporated by Reference |
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Exhibit |
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Description of Exhibit |
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Form |
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File No. |
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Exhibit |
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Filing Date |
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Filed |
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3.1 |
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Seventeenth Amended and Restated Certificate of Incorporation of Zynga Inc. |
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8-K |
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001-35375 |
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3.1 |
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6/13/2014 |
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3.2 |
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Second Amended and Restated Bylaws of Zynga Inc. |
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8-K |
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001-35375 |
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3.1 |
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3/1/2016 |
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4.1 |
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Form of Zynga Inc. Class A Common Stock Certificate. |
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S-1/A |
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333-175298 |
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4.1 |
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11/4/2011 |
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4.2 |
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Zynga Inc. 2011 Equity Incentive Plan, as amended on June 11, 2015 (included as Appendix A to Schedule 14A). |
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DEF 14A |
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001-35375 |
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4/28/2015 |
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4.3 |
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Forms of Stock Option Grant Notice and Stock Option Agreement under Zynga Inc. 2011 Equity Incentive Plan. |
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S-1/A |
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333-175298 |
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10.5 |
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11/17/2011 |
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4.4 |
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Forms of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement under Zynga Inc. 2011 Equity Incentive Plan. |
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10-Q |
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333-35375 |
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10.3 |
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05/08/2012 |
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4.5 |
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Form of Performance Award Agreement under Zynga Inc. 2011 Equity Incentive Plan |
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8-K |
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001-35375 |
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10.1 |
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03/14/2014 |
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4.6 |
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Zynga Inc. 2011 Employee Stock Purchase Plan, as amended on August 15, 2012. |
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S-8 |
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333-206185 |
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4.6 |
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08/06/2015 |
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5.1 |
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Opinion of Skadden, Arps, Slate, Meagher & Flom LLP. |
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X |
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23.1 |
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Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1). |
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X |
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23.2 |
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Consent of Independent Registered Public Accounting Firm. |
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X |
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24.1 |
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Power of Attorney (included on the signature page of this Form S-8). |
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X |