Form 4 ZYNGA INC For: Sep 30 Filed by: Griffin James Gerard

September 30, 2016 8:52 PM EDT

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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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 ^*

Griffin James Gerard

(Last)

(First)

(Middle)

C/O ZYNGA INC.

699 8TH STREET

(Street)

SAN FRANCISCO

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2016

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	⁽¹⁾	09/30/2016⁽²⁾		A		5,000,000		⁽³⁾	09/30/2026	Class A Common Stock	5,000,000	$ 0	5,000,000	D
Restricted Stock Unit	⁽⁴⁾	09/30/2016⁽⁵⁾		A		1,500,000		⁽⁶⁾	09/30/2023	Class A Common Stock	1,500,000	$ 0	1,500,000	D

Explanation of Responses:

1. The exercise price of each stock option is the closing sales price of the Issuer's Class A common stock on October 15, 2016 (as quoted on the NASDAQ Stock Market).

2. Pursuant to Mr. Griffin's offer letter with the Issuer, Mr. Griffin will receive stock options to purchase 5,000,000 shares of the Issuer's Class A common stock. The grant of these stock options will be effective on October 15, 2016.

3. 20% of the stock options vest on October 15, 2017, with the balance of the stock options vesting as to 5% of the total stock options each three months thereafter, subject to continued service to the Issuer through each vesting date.

4. Each restricted stock unit ("ZSU") represents a contingent right to receive 1 share of the Issuer's Class A Common Stock upon vest.

5. Pursuant to Mr. Griffin's offer letter with the Issuer, Mr. Griffin will receive a grant of 1,500,000 ZSUs. The grant of these ZSUs will be effective on October 15, 2016.

6. 20% of the ZSUs vest on October 15, 2017, with the balance of the ZSUs vesting as to 5% of the total ZSUs each three months thereafter, subject to continued service to the Issuer through each vesting date.

	/s/ by Lane Verlenden as power of attorney for James Gerard Griffin	09/30/2016
	** 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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