SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Buckley Jeffrey

(Last)

(First)

(Middle)

C/O ZYNGA INC.

699 8TH STREET

(Street)

SAN FRANCISCO

94103

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/03/2017

3. Issuer Name and Ticker or Trading Symbol
ZYNGA INC [ ZNGA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Accounting Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	36,921	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Unit	⁽¹⁾	08/15/2020	Class A Common Stock	2,562	⁽²⁾	D
Restricted Stock Unit	⁽³⁾	12/13/2020	Class A Common Stock	1,875	⁽²⁾	D
Restricted Stock Unit	⁽⁴⁾	03/14/2021	Class A Common Stock	2,500	⁽²⁾	D
Restricted Stock Unit	⁽⁵⁾	06/13/2021	Class A Common Stock	6,250	⁽²⁾	D
Restricted Stock Unit	⁽⁶⁾	09/15/2021	Class A Common Stock	7,813	⁽²⁾	D
Restricted Stock Unit	⁽⁷⁾	06/15/2022	Class A Common Stock	10,000	⁽²⁾	D
Restricted Stock Unit	⁽⁸⁾	12/15/2022	Class A Common Stock	37,500	⁽²⁾	D
Stock Option (Right to Buy)	05/03/2017	08/31/2022	Class A Common Stock	1,000	$2.8	D

Explanation of Responses:

1. Vests as follows: 25% of the restricted stock units vested on May 15, 2014, with an additional 6.25% of the restricted stock units vesting quarterly thereafter until fully vested, subject to continued service to the Issuer through each vesting date.

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

3. Vests as follows: 25% of the restricted stock units vested on November 15, 2014, with an additional 6.25% of the restricted stock units vesting quarterly thereafter until fully vested, subject to continued service to the Issuer through each vesting date.

4. Vests as follows: 25% of the restricted stock units vested on February 15, 2015, with an additional 6.25% of the restricted stock units vesting quarterly thereafter until fully vested, subject to continued service to the Issuer through each vesting date.

5. Vests as follows: 25% of the restricted stock units vested on May 15, 2015, with an additional 6.25% of the restricted stock units vesting quarterly thereafter until fully vested, subject to continued service to the Issuer through each vesting date.

6. Vests as follows: 25% of the restricted stock units vested on July 15, 2015, with an additional 6.25% of the restricted stock units vesting quarterly thereafter until fully vested, subject to continued service to the Issuer through each vesting date.

7. Vests as follows: 50% of the restricted stock units vested on May 15, 2016, and 50% of the restricted stock units vest on May 15, 2017, subject to continued service to the Issuer through each vesting date.

8. Vests as follows: 12.5% of the restricted stock units vested on March 15, 2016, with an additional 12.5% of the restricted stock units vesting quarterly thereafter until fully vested, subject to continued service to the Issuer through each vesting date.

Remarks:

	/s/ Lane Verlenden as power of attorney for Jeff Buckley	05/05/2017
	** 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 5 (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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.