FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Siminoff Ellen F 		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
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O ZYNGA INC., 699 EIGHTH STREET 		3. Date of Earliest Transaction (MM/DD/YYYY)

12/7/2016
(Street)

SAN FRANCISCO, CA 94103
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   12/7/2016     S (1)    12000   D $2.91   (2) 167805   (3) D    
Class A Common Stock   12/9/2016     M    19084   A   (4) 186889   D    
Class A Common Stock                  246786   I   By the D&E Living Trust   (5)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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     (4) 12/9/2016     M         19084      (6) 6/9/2023   Class A Common Stock   19084   $0.00   38168   D    

Explanation of Responses:
( 1)  The transaction was effected pursuant to a Rule 10b5-1 plan.
( 2)  The reported price in column 4 is a weighted average price (rounded to the nearest cent). These shares were sold in multiple transactions at prices ranging from $2.90 (rounded to the nearest cent) to $2.94 (rounded to the nearest cent) per share. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (2).
( 3)  In October 2016, the D&E Living Trust transferred 144,000 shares to the Reporting Person's personal account. This transfer increased the Reporting Person's direct holdings.
( 4)  Each restricted stock unit represents a contingent right to receive 1 share of the Issuer's Class A Common Stock upon vest.
( 5)  Shares held directly by the D&E Living Trust. The Reporting Person and David Siminoff serve as co-trustees and retain voting and dispositive power with respect to the shares held by the D&E Living Trust.
( 6)  The restricted stock units vest as follows: 25% of the restricted stock units vest on September 9, 2016, 25% of the restricted stock units vest on December 9, 2016, 25% of the restricted stock units vest on March 9, 2017 and 25% of the restricted stock units vest on the earlier of June 9, 2017 or the date of the Issuer's next annual meeting, subject to continued service to the Issuer through each vesting date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Siminoff Ellen F
C/O ZYNGA INC.
699 EIGHTH STREET
SAN FRANCISCO, CA 94103 		X



Signatures
/s/ Devang Shah as power of attorney for Ellen F. Siminoff 12/9/2016
** 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 control number.
Zynga (NASDAQ:ZNGA)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more Zynga Charts.
Zynga (NASDAQ:ZNGA)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more Zynga Charts.