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 *
Mattrick Donald A.
   2. Issuer Name and Ticker or Trading Symbol
ZYNGA INC [ZNGA] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last)
(First)
(Middle)
C/O ZYNGA INC. 699 EIGHTH STREET		 3. Date of Earliest Transaction (Month/Day/Year)
07/15/2013
(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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit (1) 07/15/2013   A   8,928,571     (2) 07/15/2020 Class A Common Stock 8,928,571 $ 0 8,928,571 D  
Restricted Stock Unit (1) 07/15/2013   A   1,785,714     (3) 07/15/2020 Class A Common Stock 1,785,714 $ 0 1,785,714 D  
Employee Stock Option (right to buy) $ 3.55 07/15/2013   A   7,357,143     (3) 07/15/2023 Class A Common Stock 7,357,143 $ 0 7,357,143 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Mattrick Donald A.
C/O ZYNGA INC. 699 EIGHTH STREET
SAN FRANCISCO, CA 94103		   X     Chief Executive Officer  

Signatures

 /s/ Don A. Mattrick   07/17/2013
**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 restricted stock unit represents a contingent right to receive 1 share of the issuer's Class A Common Stock upon vest.
(2) Vests as follows: (i) 45.32% vests on the first anniversary of July 8, 2013 (the "Start Date"), (ii) an additional 45.32% shall vest on the day prior to the 2015 annual meeting of the Company's stockholders, and (iii) 9.36% on the third anniversary of the Start Date, subject to continued service to the Issuer through each such vesting date. The award shall be eligible for accelerated vesting under Section 7 of that certain Offer Letter, dated as of June 30, 2013, between Don A. Mattrick and the Company, and under the terms and conditions set forth in the Zynga Inc. Change in Control Severance Benefit Plan, whichever is more favorable.
(3) Vests as follows: (i) 60% vests the third anniversary of the Start Date, (ii) an additional 20% shall vest on the fourth anniversary of the Start Date, and (iii) 20% on the fifth anniversary of the Start Date, subject to continued service to the Issuer through each such vesting date. The award shall be eligible for accelerated vesting under Section 7 of that certain Offer Letter, dated as of June 30, 2013, between Don A. Mattrick and the Company, and under the terms and conditions set forth in the Zynga Inc. Change in Control Severance Benefit Plan, whichever is more favorable.

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