Edgar Filing: Phillips Phuong Y.

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 ^*

Phillips Phuong Y.

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 Legal Officer

(Last)

(First)

(Middle)

C/O ZYNGA INC., 699 8TH STREET

3. Date of Earliest Transaction (Month/Day/Year)
09/25/2017

(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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (Right to Buy)

⁽¹⁾

09/25/2017⁽²⁾

250,000

⁽³⁾

10/15/2027

Class A Common Stock

250,000

$ 0

250,000

Restricted Stock Unit

⁽⁴⁾

09/25/2017⁽⁵⁾

750,000

⁽⁶⁾

10/15/2024

Class A Common Stock

750,000

$ 0

750,000

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Phillips Phuong Y. C/O ZYNGA INC. 699 8TH STREET SAN FRANCISCO, CA 94103			Chief Legal Officer

Signatures

/s/ by Lane Verlenden as power of attorney for Phuong Phillips		09/27/2017
^**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)	The exercise price of each stock option is the closing sales price of the Issuer's Class A common stock on October 15, 2017 (as quoted on the NASDAQ Stock Market).
(2)	Pursuant to Ms. Phillips' offer letter with the Issuer, Ms. Phillips will receive stock options to purchase 250,000 shares of the Issuer's Class A common stock. The grant of these stock options will be effective on October 15, 2017.
(3)	Vests as follows: 25% of the stock options will vest on October 15, 2018, and 6.25% of the stock options vest quarterly thereafter, subject to continued service to the Issuer through each vesting date.
(4)	Each restricted stock unit represents a contingent right to receive 1 share of the Issuer's Class A Common Stock upon vest.
(5)	Pursuant to Ms. Phillips' offer letter with the Issuer, Ms. Phillips will receive a grant of 750,000 restricted stock units. The grant of these restricted stock units will be effective on October 15, 2017.
(6)	Vests as follows: 25% of the restricted stock units will vest on October 15, 2018, and 6.25% of the restricted stock units vest quarterly thereafter, subject to continued service to the Issuer through each vesting date.

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