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Form 4 ZYNGA INC For: Feb 19 Filed by: Mattrick Donald A.

February 23, 2015 9:37 PM EST
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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OMB Number: 3235-0287
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Mattrick Donald A.
(Last) (First) (Middle)
C/O ZYNGA INC. 699 EIGHTH STREET
(Street)
SAN FRANCISCO CA 94103
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ZYNGA INC [ ZNGA ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
02/19/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 02/19/2015   M   228,938 A $ 0 2,130,051 D  
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit (RSU) (1) $ 0 02/19/2015   A   915,750     (2) (3) 03/13/2021 Class A Common Stock 915,750 $ 0 915,750 D  
Restricted Stock Unit (RSU) (1) $ 0 02/19/2015   M     228,938   (2) (3) (4) 03/13/2021 Class A Common Stock 228,938 $ 0 686,812 D  
Explanation of Responses:
1. Each RSU represents a contingent right to receive 1 share of the issuer's Class A Common Stock upon vest.
2. The RSUs were subject to a performance-based vesting condition designed to qualify such award as tax-deductible compensation under Section 162(m)(4)(c) of the Internal Revenue Code. If the Issuer does not satisfy the performance-based condition, none of the RSUs shall vest. Upon satisfaction of the performance-based condition, 25% of the RSUs vest on the later of the date in which the Compensation Committee of the Issuer determines that the performance-based condition has been met and the first anniversary of the vesting commencement date of February 15, 2014, and 6.25% of the RSUs will vest quarterly thereafter for three years (based on February 15, May 15, August 15 and November 15 vest dates, beginning with the first such date following the initial vest), subject to continued service to the Issuer through each such date.
3. The shares were granted to the reporting person on March 14, 2014 and the Compensation Committee of the Issuer certified that the performance-based condition was met on February 19, 2015.
4. On February 19, 2015, the date of the Issuer's Compensation Committee meeting, the performance-based condition for vesting was met, at which time the RSU was issued. Because the first possible vesting date had passed, the initial tranche of RSUs immediately vested.
/s/ Sara Stapleton, as attorney-in-fact for Don A. Mattrick 02/23/2015
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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