- Initial Statement of Beneficial Ownership (3)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Expires: November 30, 2011 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^*

Avalon Ventures VIII LP

2. Date of Event Requiring Statement (MM/DD/YYYY) 12/15/2011

3. Issuer Name and Ticker or Trading Symbol

ZYNGA INC [ZNGA]

(Last) (First) (Middle)

1134 KLINE STREET

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director ___ X ___ 10% Owner
_____ Officer (give title below) _____ Other (specify below)

(Street)

LA JOLLA, CA 92037

(City) (State) (Zip)

5. If Amendment, Date Original Filed (MM/DD/YYYY)

6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Common Stock	⁽¹⁾	⁽²⁾	Class A Common Stock	34680608	⁽¹⁾	D

Explanation of Responses:
( 1)	Each share of Class B Common Stock is convertible at any time at the option of the shareholder into one share of Class A Common Stock. 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, with certain exceptions, Class B Common Stock will convert automatically into Class A Common Stock upon any sale, assignment or transfer of Class B Common Stock.
( 2)	No expiration date.

Remarks:
Avalon Ventures VIII, LP holds of record and thereby beneficially owns and has sole direct power to vote and dispose of 34,680,608 shares of Class B Common Stock.
Avalon Ventures VIII GP, LLC, in its capacity as the general partner of Avalon Ventures VIII, LP, may be deemed to be the beneficial owner of the shares of the Issuer owned by Avalon Ventures VIII, LP, as in its capacity as the general partner, it has the power to dispose, direct the disposition of, and vote the shares of the Issuer owned by Avalon Ventures VIII, LP.
Each of Avalon Ventures VIII, LP and Avalon Ventures VIII GP, LLC and their respective affiliates disclaim beneficial ownership of all shares of the Issuer in which they do not have a pecuniary interest.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Avalon Ventures VIII LP 1134 KLINE STREET LA JOLLA, CA 92037		X
Avalon Ventures VIII GP, LLC 1134 KLINE STREET LA JOLLA, CA 92037		X

Signatures
/s/ Douglas Downs, Authorized Person for Avalon Ventures VIII, LP		3/15/2012
^** Signature of Reporting Person		Date
/s/ Douglas Downs, Authorized Person for Avalon Ventures VIII GP, LLC		3/15/2012
^** 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 5(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.