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Rapid Growth of Free-to-Play Games. IDC forecasts that the number of users on social networks globally will grow to 1. This preliminary prospectus is not an offer to sell these securities, and we and the selling stockholders are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted. Use of Proceeds. Copies to:. Any representation to the contrary is a criminal offense. Selected Consolidated Financial Data. We are excited that games have grown to become the second most popular online activity in the United States by time spent, even surpassing email. As soon as practicable after the effective date of this registration statement. Classification Code Number. In order to provide users with a wider range of engaging experiences, social networks and mobile operating systems have opened their platforms to developers, transforming the creation, distribution and consumption of digital content. Keith F. In February , Apple announced that Words with Friends was the number one free game app of all time on the iPhone. IDC, a market research firm, estimates that there were approximately 1. Our Opportunity. Emergence of the App Economy. Per Share. Risk Factors. We believe that combining data analytics with creative game design enables us to create a superior player experience.

As filed with the Securities and Exchange Commission on March 14, Registration No. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Compared to pay-to-play business models, the free-to-play approach tends to attract a wider audience of players, thereby increasing the number of players who have the potential to become paying users.

Our leadership position in social games is defined by the following:. Growth of Social Networks. Over the past decade, social networks have emerged as mainstream platforms that enable people to connect with each other online, share information and enjoy experiences with their friends and families. For investors outside of the United States: Neither we, the selling stockholders, nor the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Market Data and User Metrics. Issued March 14, Certain stockholders of Zynga Inc. Scalable Technology and Data. We have achieved significant growth in our business in a short period of time. Most of our games are free to play, and we generate revenue primarily through the in-game sale of virtual goods and advertising. Selling Stockholders. Executive Compensation. Index to Consolidated Financial Statements. Certain Relationships and Related Person Transactions. San Francisco, CA David M. Our games have achieved rapid and widespread adoption. Description of Capital Stock. You should rely only on the information contained in this prospectus or contained in any free writing prospectus filed with the Securities and Exchange Commission. As a result, we believe that the number of players who choose to purchase virtual goods will continue to constitute a small portion of our overall players as our business grows. Currently, substantially all of our revenue is generated from players accessing our games via the Facebook platform. Devang S. Neither we, the selling stockholders, nor the underwriters have authorized anyone to provide you with additional information or information different from that contained in this prospectus or in any free writing prospectus filed with the Securities and Exchange Commission. Each share of Class C common stock is entitled to 70 votes per share. We believe our leadership position in social games is the result of our significant investment in our people, content, brand, technology and infrastructure. The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities or determined if this prospectus is truthful or complete. Large and Global Community of Players. We continually analyze game data to optimize our games. We believe our scale results in network effects that deliver compelling value to our players, and we are committed to making significant investments that will further grow our community of players, their engagement and our monetization over time. Primary Standard Industrial. As a pioneer of online social games, we have made them accessible, social and fun. Washington, D. Reginald D. Eric C. Most social games are free to play and generate revenue through the in-game sale of virtual goods. Cooley LLP. FORM S The Securities Act of Zynga Inc. Our Vision for Play. Three Embarcadero Center. We process and serve more than a petabyte of content for our players every day, a volume of data that we believe is unmatched in the social game industry. Our games are accessible to players worldwide on Facebook and other social networks, mobile platforms and Zynga. State or other jurisdiction of. Identification Number. Because the opportunity for social interactions increases as the number of players increases, we believe that maintaining and growing our overall number of players, including the number of players who may not purchase virtual goods, is important to the success of our business. Each share of Class B common stock is entitled to seven votes per share. Exact name of Registrant as specified in its charter. The following summary highlights information contained elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision. The rights of the holders of each class are identical, except with respect to voting and conversion. For a discussion of the limitations associated with using bookings rather than the comparable U. Our mission is to connect the world through games. Brian C. Our opportunity is being driven by the confluence of three primary trends regarding how people use, communicate through and socialize on the Internet:. Name, address, including zip code and telephone number, including area code, of agent for service. Dividend Policy. Karyn R. You are required to inform yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus outside of the United States. Prospectus Summary. The selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. David G. Approximate date of commencement of proposed sale to the public:. We leverage our scale to increase player engagement, cross-promote our portfolio of games, continually enhance existing games, launch new games and build the Zynga brand. We have a lot of hard work, innovation and growth ahead of us to create a future where social games are a daily habit for nearly everyone. Leading Portfolio of Social Games. We will not receive any proceeds from the sale of shares by the selling stockholders. We operate our games as live services, by which we mean that we continue to support and update games after launch and gather daily, metrics-based player feedback that enables us to continually enhance our games by adding new content and features. Chrystal N. Table of Contents The information in this preliminary prospectus is not complete and may be changed. Price 1 2. Principal and Selling Stockholders. Unless otherwise indicated, these metrics are based on internally-derived measurements across all platforms on which our games are played. Kenneth L. Legal Matters. Amount of. Shares Eligible for Future Sale.