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 * Downie Clive   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 Operating Officer (Last) (First) (Middle) 699 8TH STREET 3. Date of Earliest Transaction (Month/Day/Year) 02/19/2015 (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 02/19/2015   M   30,000 A $ 0 134,990 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 (RSU) (1)

$ 0

02/19/2015

A

200,000

(2)(3)

03/13/2021

Class A Common Stock

200,000

$ 0

200,000

D

Restricted Stock Unit (RSU) (1)

$ 0

02/19/2015

M

30,000

(2)(3)(4)

03/13/2021

Class A Common Stock

30,000

$ 0

170,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Downie Clive 699 8TH STREET SAN FRANCISCO, CA 94103			Chief Operating Officer

Signatures

/s/ Sara Stapleton, as attorney-in-fact for Clive Downie		02/23/2015
**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 were subject to a performance-based vesting condition designed to qualify such award as tax-deductible compensation under Section 162(m)(4)(c) of the Internal Revenue Code. If the Issuer does not satisfy the performance-based condition, none of the RSUs shall vest. Upon satisfaction of the performance-based condition, 15% of the RSUs will vest on the later of the date in which the Compensation Committee of the Issuer determines that the performance-based condition has been met and the anniversary of the vesting commencement date of February 15, 2014, 20% of the RSUs will vest on the second anniversary of the vesting commencement date, 25% of the RSUs will vest on the third anniversary of the vesting commencement date and 40% of the RSUs will vest on the fourth anniversary of the vesting commencement date, subject to continued service to the Issuer through each such date.
(3)	The RSUs were granted to the Reporting Person on March 14, 2014 and the Compensation Committee of the Issuer certified that the performance-based condition was met on February 19, 2015.
(4)	On February 19, 2015, the date of the Issuer's Compensation Committee meeting, the performance-based condition for vesting was met, at which time the RSU was issued. Because the first possible vesting date had passed, the initial tranche of RSUs immediately vested.

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