Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  Shah Devang
2. Date of Event Requiring Statement (Month/Day/Year)
12/04/2013
3. Issuer Name and Ticker or Trading Symbol
ZYNGA INC [ZNGA]
(Last)
(First)
(Middle)
699 8TH STREET
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
General Counsel, Sec. and VP
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SAN FRANCISCO, CA 94103
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 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)
Class A Common Stock 70,921
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit   (1) 11/12/2017 Class B Common Stock 18,750 $ 0 D  
Restricted Stock Unit   (2) 03/30/2018 Class B Common Stock 6,250 $ 0 D  
Restricted Stock Unit   (3) 08/18/2018 Class B Common Stock 2,187 $ 0 D  
Restricted Stock Unit   (4) 03/09/2019 Class A Common Stock 12,500 $ 0 D  
Restricted Stock Unit   (5) 06/08/2019 Class A Common Stock 62,500 $ 0 D  
Restricted Stock Unit   (6) 02/15/2020 Class A Common Stock 112,500 $ 0 D  
Restricted Stock Unit   (7) 04/15/2020 Class A Common Stock 50,000 $ 0 D  
Restricted Stock Unit   (8) 11/15/2020 Class A Common Stock 40,000 $ 0 D  
Stock Option (right to buy)   (9) 08/31/2022 Class A Common Stock 50,000 $ 2.8 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Shah Devang
699 8TH STREET
SAN FRANCISCO, CA 94103
      General Counsel, Sec. and VP  

Signatures

/s/ Jeffrey Schmidt, as attorney-in-fact for Devang Shah 12/06/2013
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) 25% of the total shares underlying the restricted stock unit vest on August 2, 2011. The remaining shares vest, in equal quarterly installments of 1/16th of the grant amount thereafter, subject to continued service to the Issuer through each vesting date.
(2) 25% of the total shares underlying the restricted stock unit vest on January 15, 2012. The remaining shares vest, in equal quarterly installments of 1/16th of the grant amount thereafter, subject to continued service to the Issuer through each vesting date.
(3) 25% of the total shares underlying the restricted stock unit vest on July 15, 2012. The remaining shares vest, in equal quarterly installments of 1/16th of the grant amount thereafter, subject to continued service to the Issuer through each vesting date.
(4) 25% of the total shares underlying the restricted stock unit vest on March 15, 2013. The remaining shares vest, in equal quarterly installments of 1/16th of the grant amount thereafter, subject to continued service to the Issuer through each vesting date.
(5) 25% of the total shares underlying the restricted stock unit vest on April 15, 2013. The remaining shares vest, in equal quarterly installments of 1/16th of the grant amount thereafter, subject to continued service to the Issuer through each vesting date.
(6) 25% of the total shares underlying the restricted stock unit vest on November 15, 2013. The remaining shares vest, in equal quarterly installments of 1/16th of the grant amount thereafter, subject to continued service to the Issuer through each vesting date.
(7) 25% of the total shares underlying the restricted stock unit vest on February 15, 2014. The remaining shares vest, in equal quarterly installments of 1/16th of the grant amount thereafter, subject to continued service to the Issuer through each vesting date.
(8) 25% of the total shares underlying the restricted stock unit vest on August 15, 2014. The remaining shares vest, in equal quarterly installments of 1/16th of the grant amount thereafter, subject to continued service to the Issuer through each vesting date.
(9) 25% of the total shares underlying the options vest on August 15, 2013. The remaining shares vest, in equal monthly installments of 1/48th of the grant amount thereafter, subject to continued service to the Issuer through each vesting date.

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