12345678910111213141516171819202122232425262728KESSLER TOPAZ MELTZER& CHECK, LLPRAMZI ABADOU (Bar No. 222567)One Sansome Street, Suite 1850San Francisco, CA 94104Tel: (415) 400-3000Fax: (415) 400-3001rabadou@ktmc.com
 Liaison Counsel
[Additional counsel listed on signature page]
 
UNITED STATES DISTRICT COURTNORTHERN DISTRICT OF CALIFORNIAMARK H. DESTEFANO, individually andon behalf of all others similarly situated,Plaintiff,v.ZYNGA, INC., MARK PINCUS, DAVID M.WEHNER, JOHN SCHAPPERT, MARKVRANESH, REGINALD D. DAVIS,CADIR. B. LEE, WILLIAM GORDON,REID HOFFMAN, JEFFREYKATZENBERG, STANLEY J.MERESMAN, SUNIL PAUL, OWEN VANNATTA, MORGAN STANLEY & CO., LLCGOLDMAN, SACHS & CO., J.P. MORGANSECURITIES LLC, MERRILL LYNCH,PIERCE, FENNER & SMITHINCORPORATED, BARCLAYS CAPITALINC., and ALLEN & COMPANY LLC,Defendants.Case No.
CLASS ACTIONCLASS ACTION COMPLAINT FORVIOLATIONS OF THE FEDERALSECURITIES LAWSJURY TRIAL DEMANDED
 
 
 COMPLAINT -1-Case No.12345678910111213141516171819202122232425262728Plaintiff Mark H. DeStefano (“Plaintiff”), individually and on behalf of all other personssimilarly situated, by his undersigned attorneys, alleges the following against Zynga, Inc.(“Zynga”) and the other defendants based upon personal knowledge as to himself and his ownacts, and information and belief as to all other matters. Plaintiff’s information and belief is basedupon,
inter alia,
the investigation conducted by and through his attorneys, which included,among other things: (i) a review of the defendant’s public documents; (ii) conference calls andannouncements made by the defendants; (iii) United States Securities and Exchange Commission(“SEC”) filings; (iv) wire and press releases published by and regarding Zynga; (v) securitiesanalysts’ reports and advisories about Zynga; and (vi) information readily obtainable electronicinformation. Plaintiff believes that substantial evidentiary support will exist for the allegationsset forth herein after a reasonable opportunity for discovery.
JURISDICTION AND VENUE
1.
 
The clams asserted herein arise under and pursuant to Sections 11, 12(a)(2), and15 of the Securities Act of 1933, 15 U.S.C. §77k (the “Securities Act”) and Sections 10(b) and20(a) of the Securities Exchange Act of 1934, (15 U.S.C. §78j(b) and §78t(a)) (the “ExchangeAct”) and Rule 10b-5 promulgated thereunder (17 C.F.R. §240.10b-5).2.
 
This Court has jurisdiction over the subject matter of this action pursuant to 28U.S.C. §1331, Section 22 of the Securities Act and Section 27 of the Exchange Act.3.
 
Venue is proper in this Judicial District pursuant to Section 22 of the SecuritiesAct and Section 27 of the Exchange Act, because Zynga’s headquarters are located within thisDistrict, Zynga conducts substantial business in this District, and many of the acts andpractices complained of herein occurred in substantial part in this District.4.
 
In connection with the acts, conduct and other wrongs alleged in this Complaint, thedefendants, directly or indirectly, used the means and instrumentalities of interstate commerce,including but not limited to, the United States mails, interstate telephone communications andthe facilities of the national securities markets.
 
 COMPLAINT -2-Case No.12345678910111213141516171819202122232425262728
PARTIES
5.
 
Plaintiff acquired Zynga common stock during the Class Period (definedherein), as set forth in the attached certification, and has been damaged thereby.6.
 
Defendant Zynga is a Delaware corporation headquartered at 699 Eighth Street,San Francisco, California 94103. Zynga was originally organized in April 2007 as a Californialimited liability company under the name Presidio Media LLC, converted to a Delawarecorporation in October 2007, and changed its name to Zynga, Inc. in November 2010. Zyngacompleted its initial public offering in December 2011 and its Class A common stock is tradedon the NASDAQ Global Select Market, which is an efficient market, under the symbol“ZNGA.”7.
 
Defendant Mark Pincus (“Pincus”) founded Zynga in 2007 and at all relevanttimes served as Zynga’s Chief Executive Officer, Chief Product Officer, and Chairman of Zynga’s Board of Directors. Defendant Pincus signed the Registration Statements in connectionwith Zynga’s Initial Public Offering (the “IPO”) and Secondary Offering (defined herein).Defendant Pincus sold approximately 16.5 million shares of Zynga stock during the Class Periodfor proceeds of approximately $200 million.8.
 
Defendant David M. Wehner (“Wehner”) at all relevant times served as Zynga’sChief Financial Officer. Defendant Wehner signed the Registration Statements in connectionwith Zynga’s IPO and Secondary Offering. Defendant Wehner sold approximately 386,000shares of Zynga stock during the Class Period for proceeds of approximately $4.6 million.9.
 
Defendant John Schappert (“Schappert”) at all relevant times served as Zynga’sChief Operating Officer and as a director of Zynga. Defendant Schappert signed the RegistrationStatements in connection with Zynga’s IPO and Secondary Offering. Defendant Schappert soldapproximately 322,000 shares of Zynga stock during the Class Period for proceeds of approximately $3.9 million.10.
 
Defendant Mark Vranesh (“Vranesh”) at all relevant times served as Zynga’sChief Accounting Officer. Defendant Vranesh signed the Registration Statements in connection
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