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 * GIBEAU FRANK D   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 8TH STREET 3. Date of Earliest Transaction (Month/Day/Year) 02/29/2016 (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

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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 (RSU)

(1)

02/29/2016

A

8,098,592

(2)

02/28/2023

Class A Common Stock

8,098,592

$ 0

8,098,592

D

Stock Option (Right to Buy)

(3)

02/29/2016(4)

A

5,000,000

(5)

03/03/2026

Class A Common Stock

5,000,000

$ 0

5,000,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
GIBEAU FRANK D C/O ZYNGA INC. 699 8TH STREET SAN FRANCISCO, CA 94103	X		Chief Executive Officer

Signatures

/s/ David Cohen as attorney-in-fact for Frank Gibeau		03/01/2016
**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 RSU represents a contingent right to receive 1 share of the issuer's Class A Common Stock upon vest.
(2)	The RSUs vest as follows: 5% of the RSUs vest on June 15, 2016, and each subsequent 5% of the RSUs vest every three months thereafter until fully vested, subject to continued service to the Issuer through each vesting date.
(3)	The exercise price of each stock option is the closing sales price of the Issuer's Class A common stock as quoted on the NASDAQ Stock Market on March 4, 2016.
(4)	Pursuant to Mr. Gibeau's offer letter with the Issuer, which was entered into on February 29, 2016, Mr. Gibeau will receive an option to purchase 5,000,000 shares of the Company's Class A common stock. The grant of these options will be effective on March 4, 2016.
(5)	The stock options vest as follows: 5% of the stock option vests on June 15, 2016, and each subsequent 5% of the stock option vests every three months thereafter until fully vested, subject to continued service to the Issuer through each vesting date.

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