SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

PINCUS MARK J

(Last)

(First)

(Middle)

C/O ZYNGA INC.

699 EIGHTH STREET

(Street)

SAN FRANCISCO

94103

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
05/02/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	05/02/2018		C		54,870,384	A	$0.00	55,047,329⁽¹⁾	D
Class A Common Stock	05/02/2018		C		27,765,634	A	$0.00	27,765,634	I	See footnote⁽²⁾
Class A Common Stock	05/02/2018		C		1,327,300	A	$0.00	1,327,300	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽⁴⁾	05/02/2018		C			34,352,912	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	34,352,912	$0.00	0	D
Class B Common Stock	⁽⁴⁾	05/02/2018		C			27,765,634	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	27,765,634	$0.00	0	I	See footnote⁽²⁾
Class B Common Stock	⁽⁴⁾	05/02/2018		C			1,327,300	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	1,327,300	$0.00	0	I	See footnote⁽³⁾
Class C Common Stock	⁽⁵⁾	05/02/2018		C			20,517,472	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	20,517,472	$0.00	0	D
Restricted Stock Unit	⁽⁶⁾	05/02/2018		A		54,945		⁽⁷⁾	05/02/2025	Class A Common Stock	54,945	$0.00	54,945	D

Explanation of Responses:

1. This reported amount reflects 525 shares that were gifted to charity.

2. Shares held directly by Ogden Enterprises LLC. Mr. Pincus serves as manager and holds sole voting and dispositive power with respect to the shares held by Ogden Enterprises LLC.

3. Shares held jointly by the reporting person and his spouse. Mr. Pincus holds shared voting and dispositive power with respect to the shares.

4. Represents the voluntary conversion of shares of Class B Common Stock into shares of Class A Common Stock.

5. Represents the voluntary conversion of shares of Class C Common Stock into shares of Class A Common Stock.

6. Each restricted stock unit represents a contingent right to receive 1 share of the Issuer's Class A Common Stock upon vest.

7. Vests as follows: 25% of the restricted stock units vest on each of July 26, 2018, October 26, 2018, and January 26, 2019, and 25% of the restricted stock units vest on the earlier of April 26, 2019 or the date of the Issuer's next annual meeting, subject to continued service to the Issuer through each vesting date.

Remarks:

	/s/ Matt Tolland, as attorney-in-fact for Mark Pincus	05/04/2018
	** Signature of Reporting Person	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).
** 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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