SEC FORM 4

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

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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^*

LEE CADIR B

(Last)

(First)

(Middle)

C/O ZYNGA INC.

699 EIGHTH 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)
	Executive VP, CTO

3. Date of Earliest Transaction (Month/Day/Year)
10/12/2012

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)
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)
Class A Common Stock	10/12/2012		C		161,284	A	⁽¹⁾	163,362	D
Class A Common Stock	10/12/2012		C		438,888	A	⁽¹⁾	602,250	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)
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)
Employee Stock Option (right to buy)	$0.5038	10/12/2012		M			161,284	⁽²⁾	08/05/2019	Class B Common Stock	161,284	$0.00	638,716⁽³⁾	D
Class B Common Stock	⁽¹⁾	10/12/2012		M		161,284		⁽¹⁾	⁽¹⁾	Class A Common Stock	161,284	$0.00	264,839	D
Class B Common Stock	⁽¹⁾	10/12/2012		C			161,284	⁽¹⁾	⁽¹⁾	Class A Common Stock	161,284	$0.00	103,555	D
Employee Stock Option (right to buy)	$0.1282	10/12/2012		M			438,888	⁽⁴⁾	11/19/2018	Class B Common Stock	438,888	$0.00	5,146,458⁽⁵⁾	D
Class B Common Stock	⁽¹⁾	10/12/2012		M		438,888		⁽¹⁾	⁽¹⁾	Class A Common Stock	438,888	$0.00	542,443	D
Class B Common Stock	⁽¹⁾	10/12/2012		C			438,888	⁽¹⁾	⁽¹⁾	Class A Common Stock	438,888	$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.

2. Stock Option Grant number 00000715 vests as follows: one-fourth of the shares subject to the option vested on July 21, 2010 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.

3. Balance reflects total shares from stock option grant numbers 00000715 and 00000716, which were granted on the same date and have the same exercise price and terms, expiration date and class of shares underlying such grants.

4. Stock Option Grant number 00000189 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.

5. Balance reflects total shares from stock option grant numbers 00000189 and 00000190, which were granted on the same date and have the same exercise price and terms, expiration date and class of shares underlying such grants.

Remarks:

	/s/ Chrystal Menard as power of attorney for Cadir Lee	10/16/2012
	** 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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