Sec Form 4 Filing - Griffin James Gerard @ ZYNGA INC - 2020-03-15

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 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 (MM/DD/YY) 03/15/2020 (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 03/15/2020 M 87,152 A 628,370 D Class A Common Stock 03/15/2020 F 43,210 ( 2 ) D $ 6.55 585,160 D Class A Common Stock 03/16/2020 S( 3 ) 43,942 D $ 6.42 ( 4 ) 541,218 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 ) 03/15/2020 M 87,152 ( 5 ) 03/15/2026 Class A Common Stock 87,152 $ 0 261,453 D Performance Stock Unit ( 1 ) 03/15/2020 A 83,456 ( 6 ) 03/15/2027 Class A Common Stock 83,456 $ 0 83,456 D Restricted Stock Unit ( 1 ) 03/15/2020 A 166,913 ( 7 ) 03/15/2027 Class A Common Stock 166,913 $ 0 166,913 D Stock Option (Right to Buy) $ 6.55 ( 8 ) 03/15/2020 A 239,361 ( 7 ) 03/15/2030 Class A Common Stock 239,361 $ 0 239,361 D Performance Stock Unit ( 1 ) 03/15/2020 A 835,020 ( 9 )( 10 ) 03/15/2027 Class A Common Stock 835,020 $ 0 835,020 D Restricted Stock Unit ( 1 ) 03/15/2020 A 751,112 ( 11 ) 03/15/2027 Class A Common Stock 751,112 $ 0 751,112 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, CA94103 Chief Financial Officer Signatures /s/ Matt Tolland, as attorney-in-fact for James Gerard Griffin 03/17/2020 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 shares withheld to satisfy tax withholding obligations in connection with the vesting of the restricted stock units described in Table II. ( 3 )The transaction was effected pursuant to a Rule 10b5-1 plan adopted on 08/29/2019. ( 4 )The reported price is a weighted average price (rounded to the nearest cent). These shares were sold in multiple transactions at prices ranging from $6.35 to $6.45, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 5 )25% of the shares subject to the award vested on March 15, 2020, and 6.25% of the shares subject to the award vest quarterly thereafter, generally subject to continued service to the Issuer through each vesting date. ( 6 )Each PSU represents a contingent right to receive a share of the Issuer's Class A common stock based upon the achievement of a specified financial metric (the Issuer's annual operating cash flow). Once the number of earned shares (if any) subject to the PSUs have been determined, 25% of the earned shares will vest on March 15, 2021, and 6.25% of the earned shares will vest quarterly thereafter, generally subject to the reporting person's continued service to the Issuer through each vesting date. The number of shares reported herein is a target number, and the actual number of shares issuable pursuant to the PSU will range from 0-120% of the number of target shares. ( 7 )25% of the shares subject to the award will vest on March 15, 2021, and 6.25% of the shares subject to the award vest quarterly thereafter for a period of four years after the commencement date, generally subject to continued service to the Issuer through each vesting date. ( 8 )The exercise price of each stock option is the closing sales price of the Issuer's Class A common stock on the NASDAQ Stock Market on March 13, 2020 (the most recent prior trading day prior to the time of grant). ( 9 )Each PSU represents a contingent right to receive a share of the Issuer's Class A common stock based upon the total shareholder return (TSR) of the Issuer's Class A common stock relative to the S&P MidCap 400 Index. The PSUs are divided into two equal tranches, with performance periods ending December 31, 2021 and 2022. Once the number of earned shares (if any) subject to the PSUs have been determined for each tranche, that tranche will vest in three equal installments on March 15th of the year following the applicable performance period and each anniversary of such date, generally subject to the reporting person's continued service to the Issuer through each vesting date. ( 10 )The number of shares reported herein is a target number, and the actual number of shares issuable pursuant to the PSU will range from 0-150% of the number of target shares. Earning the target number of shares requires performance at the 60th percentile level. If the Issuer's TSR is negative, no more than the target number of shares may be earned, even if relative TSR is at the 100th percentile of the index. ( 11 )5% of the shares subject to the award will vest on January 15, 2022 and each quarter thereafter for a period of five years after the commencement date, generally subject to continued service to the Issuer through each vesting date.

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).

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