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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1. Name and Address of Reporting Person * Shah Devang   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) General Counsel, Sec. and SVP (Last) (First) (Middle) 699 8TH STREET 3. Date of Earliest Transaction (Month/Day/Year) 10/17/2016 (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 Class A Common Stock 10/17/2016   M   31,250 A (1) 71,811 (2) D   Class A Common Stock 10/17/2016   M   18,750 A (1) 90,561 D   Class A Common Stock 10/18/2016   S   12,126 (3) D $ 2.78 78,435 D   Class A Common Stock 10/18/2016   S   7,276 (3) D $ 2.78 71,159 D   Class A Common Stock 10/18/2016   S(4)   8,032 D $ 2.84 63,127 D   Class A Common Stock 10/18/2016   S(4)   13,387 D $ 2.84 49,740 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

(1)

10/17/2016

M

31,250

(5)

04/07/2025

Class A Common Stock

31,250

$ 0

312,500

D

Restricted Stock Unit

(1)

10/17/2016

M

18,750

(6)

10/15/2021

Class A Common Stock

18,750

$ 0

150,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Shah Devang 699 8TH STREET SAN FRANCISCO, CA 94103			General Counsel, Sec. and SVP

Signatures

/s/ Lane Verlenden as power of attorney for Devang Shah		10/19/2016
**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 restricted stock unit represents a contingent right to receive 1 share of the Issuer's Class A Common Stock upon vest.
(2)	Due to an administrative error in information provided by the Reporting Person's broker, the Form 4 filed on September 19, 2016 incorrectly reported that the Reporting Person beneficially owned 41,261 shares rather than 40,561 shares. This Form 4 reflects the correct beneficial ownership.
(3)	Represents the number of shares required to be sold to cover the statutory tax withholding obligations in connection with the vesting of the restricted stock units listed in Table II. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of minimum statutory tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary sale by the reporting person.
(4)	The transaction was effected pursuant to a Rule 10b5-1 plan.
(5)	Vests as follows: 25% of the restricted stock units vested on April 15, 2015, and 1/16th of the restricted stock units vest quarterly thereafter, subject to continued service to the Issuer through each vesting date.
(6)	Vests as follows: 25% of the restricted stock units vested on October 15, 2015, and 1/16th of the restricted stock units vest quarterly thereafter, subject to continued service to the Issuer through each vesting date.

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