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 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

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(Print or Type Responses)

1. Name and Address of Reporting Person * Griffin James Gerard   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) Chief Financial Officer (Last) (First) (Middle) C/O ZYNGA INC., 699 8TH STREET 3. Date of Earliest Transaction (Month/Day/Year) 09/30/2016 (Street) SAN FRANCISCO, CA 94103 4. If Amendment, Date 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 (City) (State) (Zip) 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

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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 Underlying Securities (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

Stock Option (Right to Buy)

(1)

09/30/2016(2)

A

5,000,000

(3)

09/30/2026

Class A Common Stock

5,000,000

$ 0

5,000,000

D

Restricted Stock Unit

(4)

09/30/2016(5)

A

1,500,000

(6)

09/30/2023

Class A Common Stock

1,500,000

$ 0

1,500,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Griffin James Gerard C/O ZYNGA INC. 699 8TH STREET SAN FRANCISCO, CA 94103			Chief Financial Officer

Signatures

/s/ by Lane Verlenden as power of attorney for James Gerard Griffin		09/30/2016
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The exercise price of each stock option is the closing sales price of the Issuer's Class A common stock on October 15, 2016 (as quoted on the NASDAQ Stock Market).
(2)	Pursuant to Mr. Griffin's offer letter with the Issuer, Mr. Griffin will receive stock options to purchase 5,000,000 shares of the Issuer's Class A common stock. The grant of these stock options will be effective on October 15, 2016.
(3)	20% of the stock options vest on October 15, 2017, with the balance of the stock options vesting as to 5% of the total stock options each three months thereafter, subject to continued service to the Issuer through each vesting date.
(4)	Each restricted stock unit ("ZSU") represents a contingent right to receive 1 share of the Issuer's Class A Common Stock upon vest.
(5)	Pursuant to Mr. Griffin's offer letter with the Issuer, Mr. Griffin will receive a grant of 1,500,000 ZSUs. The grant of these ZSUs will be effective on October 15, 2016.
(6)	20% of the ZSUs vest on October 15, 2017, with the balance of the ZSUs vesting as to 5% of the total ZSUs each three months thereafter, subject to continued service to the Issuer through each vesting date.

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