Ownership Submission
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 OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Davis Reginald D.
   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)
Senior VP, GC, Secretary
(Last)
(First)
(Middle)
C/O ZYNGA INC., 699 EIGHTH STREET		 3. Date of Earliest Transaction (Month/Day/Year)
07/15/2012
(Street)

SAN FRANCISCO, CA 94103		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Class A Common Stock 07/15/2012   C   2,500 A (1) 28,348 D  
Class A Common Stock 07/15/2012   C   35,834 A (1) 64,182 D  
Class A Common Stock 07/16/2012   S   926 (2) D $ 4.8918 63,256 D  
Class A Common Stock 07/16/2012   S   13,254 (2) D $ 4.8912 50,002 D  

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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 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 $ 0 07/15/2012   M     2,500   (3) 04/15/2017 Class B Common Stock 2,500 $ 0 15,000 D  
Class B Common Stock (1) 07/15/2012   M   2,500     (1)   (1) Class A Common Stock 2,500 $ 0 52,875 D  
Class B Common Stock (1) 07/15/2012   C     2,500   (1)   (1) Class A Common Stock 2,500 $ 0 50,375 D  
Restricted Stock Unit $ 0 07/15/2012   M     35,834   (4) 04/15/2017 Class B Common Stock 35,834 $ 0 250,833 D  
Class B Common Stock (1) 07/15/2012   M   35,834     (1)   (1) Class A Common Stock 35,834 $ 0 86,209 D  
Class B Common Stock (1) 07/15/2012   C     35,834   (1)   (1) Class A Common Stock 35,834 $ 0 50,375 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Davis Reginald D.
C/O ZYNGA INC.
699 EIGHTH STREET
SAN FRANCISCO, CA 94103		       Senior VP, GC, Secretary  

Signatures

 /s/ Chrystal Menard, as power of attorney for Reginald D. Davis   07/17/2012
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. Class B Common Stock will convert automatically into Class A Common Stock on the date on which the number of outstanding shares of Class B Common Stock and Class C Common Stock together represent less than 10% of the aggregate combined voting power of the Issuer's capital stock. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon (i) any transfer, whether or not for value, (subject to certain exceptions), or (ii) in the event of death of the Reporting Person.
(2) Represents the number of shares sold to cover tax withholding in connection with the vested restricted stock units (the "RSUs") listed in Table II. The sales price reported is the weighted average sale price for the number of shares sold. Full information regarding the number of shares sold at each separate price will be supplied upon request by the Securities & Exchange Commission staff, the Issuer or a security holder of the Issuer.
(3) RSU grant number 00000444 vests as follows: 1/4th of the total shares underlying the RSU vested on January 15, 2011. The remaining shares vest, in equal quarterly installments thereafter, subject to continued service to the Issuer through each vesting date.
(4) RSU grant number 00000445 vests as follows: 1/4th of the total shares underlying the RSU vested on April 15, 2011. The remaining shares vest, in equal quarterly installments thereafter, subject to continued service to the Issuer through each vesting date.

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