Sec Form 4 Filing - LEE CADIR B @ ZYNGA INC - 2013-08-09

Insider filing report for Changes in Beneficial Ownership
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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
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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1. Name and Address of Reporting Person
LEE CADIR B
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)
Executive VP, CTO
(Last) (First) (Middle)
C/O ZYNGA INC., 699 EIGHTH STREET
3. Date of Earliest Transaction (MM/DD/YY)
08/09/2013
(Street)
SAN FRANCISCO, CA94103
4. If Amendment, Date Original Filed (MM/DD/YY)
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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Class A Common Stock 08/09/2013 C 50,000 A 652,353 D
Class A Common Stock 08/09/2013 S 50,000 ( 2 ) D $ 2.9493 ( 3 ) 602,353 D
Class A Common Stock 08/09/2013 C 26 A 602,379 D
Class A Common Stock 08/12/2013 S 17 ( 4 ) D $ 2.995 602,362 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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
Employee Stock Option (right to buy) $ 0.1282 08/09/2013 M 50,000 ( 5 ) 11/19/2018 Class B Common Stock ( 1 ) 50,000 $ 0 4,546,458 D
Class B Common Stock ( 1 ) 08/09/2013 M 50,000 ( 1 ) ( 1 ) Class A Common Stock 50,000 $ 0 153,555 D
Class B Common Stock ( 1 ) 08/09/2013 C 50,000 ( 1 ) ( 1 ) Class A Common Stock 50,000 $ 0 103,555 D
Restricted Stock Unit $ 0 08/09/2013 M 26 ( 6 ) 03/09/2018 Class B Common Stock ( 1 ) 26 $ 0 78 D
Class B Common Stock ( 1 ) 08/09/2013 M 26 ( 1 ) ( 1 ) Class A Common Stock 26 $ 0 103,581 D
Class B Common Stock ( 1 ) 08/09/2013 C 26 ( 1 ) ( 1 ) Class A Common Stock 26 $ 0 103,555 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LEE CADIR B
C/O ZYNGA INC.
699 EIGHTH STREET
SAN FRANCISCO, CA94103
Executive VP, CTO
Signatures
/s/ Jeffrey Schmidt, as attorney-in-fact for Cadir Lee 08/12/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. 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, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon (i) any transfer, whether or not for value (subject to certain exceptions) or (ii) in the event of death of the Reporting Person.
( 2 )The transaction was effected pursuant to a Rule 10b5-1 plan dated February 12, 2013.
( 3 )The sales price reported is the weighted average sale price for the number of shares sold. Full information regarding the number of shares sold at each separate price will be supplied upon request by the Securities & Exchange Commission staff, the Issuer or a security holder of the Issuer.
( 4 )Represents the number of shares sold to cover tax withholding in connection with the vesting of restricted stock units (the "RSUs") listed in Table II. The transaction was effected pursuant to a Rule 10b5-1 plan dated February 12, 2013.
( 5 )Vests as follows: 1/4th of the shares subject to the option vested on November 17, 2009 and 1/48th of the shares vest on the first day of each succeeding month thereafter, subject to continued service to the Issuer through each vesting date.
( 6 )Vests as follows: 1/32nd of the total shares underlying the RSU vested on April 9, 2011 and 1/32nd of the total shares vest each month thereafter for 31 months, subject to continued service to the Issuer through each vesting date.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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