Amended Statement of Ownership (sc 13g/a)
14 February 2017 - 10:13PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE
13G/A
U
NDER
THE
S
ECURITIES
E
XCHANGE
A
CT
OF
1934
(Amendment No. 3)*
ZYNGA INC.
(Name of Issuer)
CLASS A COMMON STOCK
(Title of Class of Securities)
98986T108
(CUSIP Number)
DECEMBER 31, 2016
(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)
☒
Rule 13d-1(d)
*
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The remainder of this cover page shall be filled out for a reporting persons 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.
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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
).
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CUSIP No. 98986T108
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13G/A
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1.
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Names of
Reporting Persons
Mark J. Pincus
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2.
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Check the Appropriate Box if a Member
of a Group (see instructions)
(a)
☐
(b)
☐
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3.
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SEC USE ONLY
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4.
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Citizenship or Place of
Organization
USA
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5.
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Sole Voting Power
62,240,259
(1)(2)
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6.
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Shared Voting Power
29,092,934
(2)(3)
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7.
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Sole Dispositive Power
62,240,259
(1)(2)
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8.
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Shared Dispositive Power
29,092,934
(2)(3)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
91,333,193
(1)(2)(3)
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10.
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (see instructions) ☒
1,440,000
(4)
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11.
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Percent of Class Represented by Amount
in Row 9
10.6%
(5)
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12.
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Type of Reporting Person (see
instructions)
IN
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(1)
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Includes 34,352,912 shares of Class B common stock and 20,517,472 shares of Class C common stock held directly by the Reporting Person. Also includes 7,200,000 shares of Class B common stock subject to options held by
the Reporting Person that are exercisable within 60 days of December 31, 2016.
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(2)
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Class B common stock and Class C common stock are convertible at the holders option into Class A common stock on a 1-for-1 basis. Class B common stock and Class C 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 Issuers capital stock. The holders of Class B
common stock are entitled to seven votes per share and the holders of Class C common stock are entitled to seventy votes per share.
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(3)
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Includes 1,327,300 shares of Class B common stock held jointly by the Reporting Person and his wife and 27,765,634 shares of Class B common stock held by Ogden Enterprises LLC, of which the Reporting Person serves as
manager.
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(4)
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Shares held by the Reporting Persons wife and over which the Reporting Person has no voting or dispositive power.
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(5)
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Based on 771,803,973 shares of Class A common stock outstanding as of December 31, 2016, as reported by the Issuer to the Reporting Person, plus the number of shares of Class B common stock and Class C common stock held
by the Reporting Person and affiliates of the Reporting Person as of December 31, 2016, which are treated as converted into Class A common stock only for the purpose of computing the percentage ownership of the Reporting Person.
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CUSIP No. 98986T108
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13G/A
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1.
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Names of
Reporting Persons
Ogden Enterprises LLC
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2.
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Check the Appropriate Box if a Member
of a Group (see instructions)
(a)
☐
(b)
☐
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3.
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SEC USE ONLY
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4.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5.
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Sole Voting Power
27,765,634
(1)(2)
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6.
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Shared Voting Power
0
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7.
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Sole Dispositive Power
27,765,634
(1)(2)
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8.
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Shared Dispositive Power
0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
27,765,634
(1)(2)
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10.
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (see instructions) ☐
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11.
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Percent of Class Represented by Amount
in Row 9
3.5%
(3)
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12.
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Type of Reporting Person (see
instructions)
OO
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(1)
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Represents shares of Class B common stock held directly by the Reporting Person.
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(2)
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Class B common stock is convertible at the holders option into Class A common stock on a 1-for-1 basis. 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 Issuers capital stock. The holders of Class B common stock are entitled to seven votes per
share.
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(3)
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Based on 771,803,973 shares of Class A common stock outstanding as of December 31, 2016, as reported by the Issuer to the Reporting Person, plus the number of shares of Class B common stock held by the Reporting Person
as of December 31, 2016, which are treated as converted into Class A common stock only for the purpose of computing the percentage ownership of the Reporting Person.
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Item 1(a).
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Name of Issuer:
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Zynga Inc.
Item 1(b).
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Address of Issuers Principal Executive Offices:
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699 Eighth Street
San Francisco, CA 94103
Item 2(a).
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Name of Person Filing:
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Mark J. Pincus
Ogden Enterprises LLC
Item 2(b).
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Address of Principal Business Office or, if none, Residence:
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c/o Zynga, Inc.
699 Eighth Street
San
Francisco, CA 94103
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Mark J. Pincus
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USA
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Ogden Enterprises LLC
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Delaware
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Item 2(d).
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Title of Class of Securities:
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Class A Common Stock
98986T108
Item 3.
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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:
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Not applicable
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(a)
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Amount Beneficially Owned:
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Mark J. Pincus
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91,333,193
(1)(2)(3)
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Ogden Enterprises LLC
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27,765,634
(2)(4)
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Mark J. Pincus
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10.6%
(5)(6)
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Ogden Enterprises LLC
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3.5%
(7)(8)
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(c)
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Number of shares as to which the person has
:
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(i)
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Sole power to vote or to direct the vote
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Mark J. Pincus
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62,240,259
(1)(2)
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Ogden Enterprises LLC
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27,765,634
(2)(4)
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(ii)
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Shared power to vote or to direct the vote:
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Mark J. Pincus
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29,092,934
(2)(3)
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Ogden Enterprises LLC
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0
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(iii)
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Sole power to dispose or to direct the disposition of:
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Mark J. Pincus
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62,240,259
(1)(2)
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Ogden Enterprises LLC
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27,765,634
(2)(4)
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(iv)
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Shared power to dispose or to direct the disposition of:
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Mark J. Pincus
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29,092,934
(2)(3)
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Ogden Enterprises LLC
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0
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(1)
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Includes 34,352,912 shares of Class B common stock and 20,517,472 shares of Class C common stock held directly by the Reporting Person. Also includes 7,200,000 shares of Class B common stock subject to options held by
the Reporting Person that are exercisable within 60 days of December 31, 2016.
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(2)
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Class B common stock and Class C common stock are convertible at the holders option into Class A common stock on a 1-for-1 basis. Class B common stock and Class C 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 Issuers capital stock. The holders
of Class B common stock are entitled to seven votes per share and the holders of Class C common stock are entitled to seventy votes per share.
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(3)
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Includes 1,327,300 shares of Class B common stock held jointly by the Reporting Person and his wife and 27,765,634 shares of Class B common stock held by Ogden Enterprises LLC, of which the Reporting Person serves as
manager.
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(4)
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Represents shares of Class B common stock held directly by the Reporting Person.
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(5)
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Based on 771,803,973 shares of Class A common stock outstanding as of December 31, 2016, as reported by the Issuer to the Reporting Person, plus the number of shares of Class B common stock and Class C common
stock held by the Reporting Person and affiliates of the Reporting Person as of December 31, 2016, which are treated as converted into Class A common stock only for the purpose of computing the percentage ownership of the Reporting Person.
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(6)
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The total Class A common stock, Class B common stock and Class C common stock held by the Reporting Person as of December 31, 2015 represented 10.6% of the Issuers outstanding common stock as of
December 31, 2015, based on the number of shares of Class A common stock outstanding as of December 31, 2015, as reported by the Issuer to the Reporting Person, plus the number of shares of Class B common stock and Class C common
stock held by the Reporting Person and affiliates of the Reporting Person as of December 31, 2015, which are treated as converted into Class A common stock only for the purpose of computing the percentage ownership of the Reporting Person.
The total Class A common stock, Class B common stock and Class C common stock held by the Reporting Person as of December 31, 2014 represented 10.6% of the Issuers outstanding common stock as of December 31, 2014, based on the
number of shares of Class A common stock outstanding as of December 31, 2014, as reported by the Issuer to the Reporting Person, plus the number of shares of Class B common stock and Class C common stock held by the Reporting Person and
affiliates of the Reporting Person as of December 31, 2014, which are treated as converted into Class A common stock only for the purpose of computing the percentage ownership of the Reporting Person.
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(7)
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Based on 771,803,973 shares of Class A common stock outstanding as of December 31, 2016, as reported by the Issuer to the Reporting Person, plus the number of shares of Class B common stock held by the
Reporting Person as of December 31, 2016, which are treated as converted into Class A common stock only for the purpose of computing the percentage ownership of the Reporting Person.
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(8)
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The total Class A common stock and Class B common stock held by the Reporting Person as of December 31, 2015 represented 3.5% of the Issuers outstanding common stock as of December 31, 2015, based
on the number of shares of Class A common stock outstanding as of December 31, 2015, as reported by the Issuer to the Reporting Person, plus the number of shares of Class B common stock held by the Reporting Person as of December 31,
2015, which are treated as converted into Class A common stock only for the purpose of computing the percentage ownership of the Reporting Person. The total Class A common stock and Class B common stock held by the Reporting Person as of
December 31, 2014 represented 3.5% of the Issuers outstanding common stock as of December 31, 2014, based on the number of shares of Class A common stock outstanding as of December 31, 2014, as reported by the Issuer to the
Reporting Person, plus the number of shares of Class B common stock held by the Reporting Person as of December 31, 2014, which are treated as converted into Class A common stock only for the purpose of computing the percentage ownership
of the Reporting Person.
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Item 5.
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Ownership of 5 Percent or Less of a Class
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Not applicable
Item 6.
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Ownership of More than 5 Percent on Behalf of Another Person
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Not applicable
Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
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Not applicable
Item 8.
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Identification and Classification of Members of the Group
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Not applicable
Item 9.
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Notice of Dissolution of a Group
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Not applicable
Not applicable
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.
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February 13, 2017
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/s/ Mark J. Pincus
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Mark J. Pincus
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O
GDEN
E
NTERPRISES
LLC
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/s/ Mark J. Pincus
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Mark J. Pincus, Manager
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Attention:
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Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001)
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