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

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^*

PINCUS MARK J

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/06/2012

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	07/06/2012		J⁽¹⁾		20,172	A	$0.00	20,172⁽²⁾	D
Class A Common Stock	08/16/2012		J⁽³⁾		60,517	A	$0.00	80,689⁽⁴⁾	D
Class A Common Stock	05/20/2015		G⁽⁵⁾	V	2,000	D	$0.00	201,465⁽⁶⁾	D
Class A Common Stock	08/27/2015		G⁽⁵⁾	V	12,000	D	$0.00	189,465	D
Class A Common Stock	08/28/2015		G⁽⁵⁾	V	21,500	D	$0.00	167,695	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)

Explanation of Responses:

1. The 20,172 shares of Class A Common Stock reported on this Form 4 represent a pro rata distribution, and not a purchase or sale, of the shares by Union Square Ventures 2004, L.P. to its partners without consideration (the "July 2012 Distribution").

2. This Form 4 is being filed to disclose the July 2012 Distribution and reflects the beneficial holdings of Class A Common Stock by the reporting person immediately following the July 2012 Distribution. Subsequent Form 4 filings made after 7/6/2012 do not include these shares as beneficially owned directly by the reporting person. The total shares of Class A Common Stock beneficially owned directly by the reporting person as of the date of this filing is 167,965.

3. The 60,517 shares of Class A Common Stock reported on this Form 4 represent a pro rata distribution, and not a purchase or sale, of the shares by Union Square Ventures 2004, L.P. to its partners without consideration (the "August 2012 Distribution").

4. This Form 4 is being filed to disclose the August 2012 Distribution and reflects the beneficial holdings of Class A Common Stock by the reporting person immediately following the August 2012 Distribution. Subsequent Form 4 filings made after 8/16/2012 do not include these shares as beneficially owned directly by the reporting person. The total shares of Class A Common Stock beneficially owned directly by the reporting person as of the date of this filing is 167,965.

5. Represents shares of Class A Common Stock that the reporting person donated as a gift for no consideration.

6. The amount of securities beneficially owned by the reporting person prior to this transaction was 203,465.

Remarks:

	/s/ Sara Stapleton as power of attorney for Mark Pincus	09/17/2015
	** 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.