Sec Form 4/A Filing - GORDON WILLIAM B @ ZYNGA INC - 2014-08-18

FORM 4/A 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 GORDON WILLIAM B 2. Issuer Name and Ticker or Trading Symbol ZYNGA INC [ ZNGA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O KLEINER PERKINS CAUFIELD BYERS, 2750 SAND HILL ROAD 3. Date of Earliest Transaction (MM/DD/YY) 08/18/2014 (Street) MENLO PARK, CA94025 4. If Amendment, Date Original Filed (MM/DD/YY) 09/15/2014 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 08/18/2014 S 375,000 ( 1 ) D $ 3 657,147 ( 2 ) D Class A Common Stock 08/19/2014 S 125,000 ( 1 ) D $ 3.0542 532,147 D Class A Common Stock 15,217,880 I See footnote ( 3 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GORDON WILLIAM B C/O KLEINER PERKINS CAUFIELD BYERS 2750 SAND HILL ROAD MENLO PARK, CA94025 X X Signatures /s/ Paul Vronsky, as power of attorney for William B. Gordon 09/15/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The transaction was effected pursuant to a Rule 10b5-1 plan dated May 30, 2014 ( 2 )This Form 4/A amends the Form 4 filing dated 8/20/2014, which incorrectly reported the conversion of 378,971 shares of Class B Common Stock. Such shares are actually Class A Common Stock held by Mr. Gordon and were erroneously reported as Class B Common Stock on Mr. Gordon's Form 3 filed on 12/15/2011. Therefore, the reporting of the conversion of Class B Common Stock has been deleted in its entirety in the amendment to the Form 4 filed on 8/20/2014. ( 3 )The shares are directly held by KPCB XIII. The managing member of KPCB XIII is KPCB XIII Associates, LLC ("XIII Associates"). The voting and dispositive control over the shares is shared by individual managing directors of XIII Associates, including Mr. Gordon, none of whom has veto power. Excludes 3,724,980 shares in the aggregate beneficially owned by individuals and entities associated with Kleiner Perkins Caufield & Byers and held for convenience in the name of "KPCB Holdings, Inc. as nominee," for the accounts of such individuals and entities who each exercise their own voting and dispositive control over such shares.

Remarks: XIII Associates and its managing members and directors, including Mr. Gordon, disclaim beneficial ownership of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that XIII Associates or any of its respective managing members or directors, including Mr. Gordon, is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.

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).

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