SEC Form 4

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* LEE CADIR B (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) Director 10% Owner X Officer (give title below) Other (specify below) Executive VP, CTO
	3. Date of Earliest Transaction (Month/Day/Year) 09/09/2012
	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	09/10/2012		C		26	A	(1)	2,087	D
Class A Common Stock	09/10/2012		I		19(2)	D	$2.84	2,068	D
Class A Common Stock	09/10/2012		C		50,000	A	(1)	52,068	D
Class B Common Stock	09/10/2012		I		50,000(3)	D	$2.8293	2,068	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	$0.00	09/09/2012		M			26	(4)	03/09/2018	Class B Common Stock(1)	26	$0.00	364	D
Class B Common Stock	(1)	09/09/2012		M		26		(1)	(1)	Class A Common Stock	26	$0.00	103,581	D
Class B Common Stock	(1)	09/10/2012		C			26	(1)	(1)	Class A Common Stock	26	$0.00	103,555	D
Employee Stock Option (right to buy)	$0.1282	09/10/2012		M			50,000	(5)	11/19/2018	Class B Common Stock(1)	50,000	$0.00	5,635,346	D
Class B Common Stock	(1)	09/10/2012		M		50,000		(1)	(1)	Class A Common Stock	50,000	$0.00	153,555	D
Class B Common Stock	(1)	09/10/2012		C			50,000	(1)	(1)	Class A Common Stock	50,000	$0.00	103,555	D

Explanation of Responses:

1. Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. 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 Issuer's capital stock. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon (i) any transfer, whether or not for value, (subject to certain exceptions), or (ii) in the event of death of the Reporting Person.

2. Represents the number of shares sold to cover tax withholding in connection with the vested restricted stock units (the "RSUs") listed in Table II. The sales price reported is the weighted average sale price for the number of shares sold. Full information regarding the number of shares sold at each separate price will be supplied upon request by the Securities & Exchange Commission staff, the Issuer or a security holder of the Issuer.

3. The transaction was effected pursuant to a Rule 10b5-1 plan dated March 6, 2012.

4. RSU grant number 00003496 vests as follows: 1/32nd of the total shares underlying the RSU vested on April 9, 2011 and 1/32nd of the total shares vest each month thereafter for 31 months, subject to continued service to the Issuer through each vesting date.

5. Stock Option Grant number 00000190 vests as follows: one-fourth of the shares subject to the option vested on November 17, 2009 and one forty-eighth of the shares vest on the first day of each succeeding month thereafter, subject to continued service to the Issuer through each vesting date.

Remarks:

	/s/ Chrystal Menard as power of attorney for Cadir Lee	09/11/2012
	** 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).
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