Sec Form 4 Filing - Quejado Michelle @ ZYNGA INC - 2016-03-15

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 Quejado Michelle 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) Interim CFO and CAO (Last) (First) (Middle) C/O ZYNGA INC., 699 8TH STREET 3. Date of Earliest Transaction (MM/DD/YY) 03/15/2016 (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 03/15/2016 M 62,500 A 62,500 D Class A Common Stock 03/16/2016 S 24,879 ( 2 ) D $ 2.2094 37,621 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 Restricted Stock Unit ( 1 ) 03/15/2016 M 62,500 ( 3 )( 4 ) 04/23/2022 Class A Common Stock 62,500 $ 0 187,500 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Quejado Michelle C/O ZYNGA INC. 699 8TH STREET SAN FRANCISCO, CA94103 Interim CFO and CAO Signatures /s/ David Cohen, as attorney-in-fact for Michelle Quejado 04/01/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit represents a contingent right to receive 1 share of the Issuer's Class A Common Stock upon vest. ( 2 )Represents the number of shares sold to cover tax withholding in connection with the vested restricted stock units listed in Table II. ( 3 )The restricted stock unit vests as follows: 25% of the shares vest on March 15, 2016, and 1/16th of the shares vest quarterly thereafter, subject to continued service through each vesting date. ( 4 )Footnote number three (3) above is being amended from the footnote filed with the Reporting Person's Form 3 on June 15, 2015 to correct the vesting terms for the restricted stock unit reported on this Form 4.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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