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 *
GORDON WILLIAM B
   2. Issuer Name and Ticker or Trading Symbol
ZYNGA INC [ZNGA] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
2750 SAND HILL ROAD		 3. Date of Earliest Transaction (Month/Day/Year)
12/21/2011
(Street)

MENLO PARK, CA 94025		 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 12/09/2011   C   21,000,000 A $ 0 21,000,000 I See Footnote. (1)

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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
Class B Common Stock $ 0 06/20/2011   P   1,000,000     (5)   (5) Class A Common Stock 1,000,000 $ 17.09 18,346,360 I See footnote. (1)
Warrant to Purchase Class B Common Stock $ 0.0063 12/09/2011   X     16,936,016   (4)   (4) Class B Common Stock 16,936,016 $ 0 0 I See footnote. (1)
Class B Common Stock $ 0 12/09/2011   X   16,936,016     (5)   (5) Class A Common Stock 16,936,016 $ 0 35,282,376 I See footnote. (1)
Class B Common Stock $ 0 12/09/2011   C     21,000,000   (5)   (5) Class A Common Stock 21,000,000 $ 0 14,282,376 I See footnote. (1)
Series B Convertible Preferred Stock (6) 12/21/2011   C     23,041,532   (6)   (6) Class B Common Stock 23,041,532 (5) 0 I See Footnote. (1)
Class B Common Stock $ 0 12/21/2011   C   23,041,532     (5)   (5) Class A Common Stock 23,041,532 $ 0 37,323,908 I See footnote. (1)
Series C Convertible Preferred Stock (6) 12/21/2011   C     1,679,723   (6)   (6) Class B Common Stock 1,679,723 (5) 0 I See Footnote. (2)
Class B Common Stock $ 0 12/21/2011   C   1,679,723     (5)   (5) Class A Common Stock 1,679,723 $ 0 1,679,723 I See footnote. (2)
Series C Convertible Preferred Stock (6) 12/21/2011   C     102,287   (6)   (6) Class B Common Stock 102,287 (5) 0 I See Footnote. (3)
Class B Common Stock $ 0 12/21/2011   C   102,287     (5)   (5) Class A Common Stock 102,287 $ 0 102,287 I See footnote. (3)
Class B Common Stock (5)               (5)   (5) Class A Common Stock 911,118   911,118 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
GORDON WILLIAM B
2750 SAND HILL ROAD
MENLO PARK, CA 94025		   X   X    

Signatures

 /s/ Susan Biglieri, by power of attorney for William B. Gordon   12/21/2011
**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 shares are directly held by Kleiner Perkins Caufield & Byers XIII, LLC ("KPCB XIII"). The managing member of KPCB XIII is KPCB XIII Associates, LLC ("XIII Associates"). The voting and dispositive control over the shares is shared by individual managing directors of XIII Associates, including Mr. Gordon, none of whom has veto power.Excludes 4,142,860 shares in the aggregate beneficially owned by individuals and entities associated with Kleiner Perkins Caufield & Byers and held for convenience in the name of "KPCB Holdings, Inc. as nominee," for the accounts of such individuals and entities who each exercise their own voting and dispositive control over such shares.
(2) The shares are directly held by KPCB Digital Growth Fund, LLC ("KPCB DGF"). The managing member of KPCB DGF is KPCB DGF Associates, LLC ("DGF Associates"). The voting and dispositive control over the shares is shared by individual managing members of DGF Associates, including Mr. Gordon, none of whom has veto power.
(3) The shares are directly held by KPCB Digital Growth Founders Fund, LLC ("KPCB DGFF"). The managing member of KPCB DGFF is DGF Associates. The voting and dispositive control over the shares is shared by individual managing members of DGF Associates, including Mr. Gordon, none of whom has veto power.
(4) The Warrant is exercisable at any time prior to the earliest to occurr of: (i) July 17, 2018, (ii) the date of the Issuer's initial public offering or (iii) an acquisition of the Issuer.
(5) 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.
(6) Each share of Series B and Series C Preferred Stock automatically converted into shares of Class B Common Stock on a one-for-one basis immediately prior to the closing of the Issuer's initial public offering on December 21, 2011 and has no expiration date.
 
Remarks:
XIII Associates, DGF Associates and their respective managing members and directors, including Mr. Gordon, disclaim beneficial ownership of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that XIII Associates, DGF Associates or any of their respective managing members or directors, including Mr. Gordon, is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.

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