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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Phillips Phuong Y.		 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 Legal Officer
(Last)          (First)          (Middle)

C/O ZYNGA INC., 699 8TH STREET		 3. Date of Earliest Transaction (MM/DD/YYYY)

3/15/2022
(Street)

SAN FRANCISCO, CA 94103
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 3/15/2022  M  10894 A (1)375976 D  
Class A Common Stock 3/15/2022  F(2)  5441 D$8.82 370535 D  
Class A Common Stock 3/15/2022  M  9273 A (1)379808 D  
Class A Common Stock 3/15/2022  F(2)  4622 D$8.82 375186 D  
Class A Common Stock 3/15/2022  M  5564 A (1)380750 D  
Class A Common Stock 3/15/2022  F(2)  2774 D$8.82 377976 D  
Class A Common Stock 3/15/2022  M  37135 A (3)415111 D  
Class A Common Stock 3/15/2022  F(2)  18505 D$8.82 396606 D  
Class A Common Stock 3/15/2022  M  37210 A (1)433816 D  
Class A Common Stock 3/15/2022  F(2)  18542 D$8.82 415274 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit  (1)3/15/2022  M     10894   (4)3/15/2026 Class A Common Stock 10894 $0.00 43575 D  
Restricted Stock Unit  (1)3/15/2022  M     9273   (5)3/15/2027 Class A Common Stock 9273 $0.00 74183 D  
Performance Stock Unit  (1)3/15/2022  M     5564   (6)3/15/2027 Class A Common Stock 5564 $0.00 44508 D  
Restricted Stock Unit  (1)3/15/2022  M     37135   (7)3/15/2028 Class A Common Stock 37135 $0.00 111402 D  
Performance Stock Unit  (1)3/15/2022  M     37210 (8)  (9)3/15/2028 Class A Common Stock 37210 $0.00 111624 D  
Restricted Stock Unit  (1)3/15/2022  A   149501     (10)3/15/2029 Class A Common Stock 149501 $0.00 149501 D  
Performance Stock Unit  (1)3/15/2022  A   149501     (11)3/15/2029 Class A Common Stock 149501 $0.00 149501 D  
Explanation of Responses:
(1) Each restricted stock unit represents a contingent right to receive 1 share of the Issuer's Class A Common Stock upon vest.
(2) Represents shares sold to satisfy tax withholding obligations in connection with the vesting of the restricted stock units described in Table II.
(3) The reported price is a weighted average price (rounded to the nearest cent). These shares were sold in multiple transactions at prices ranging from $10.00 to $10.011, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(4) 25% of the shares subject to the award vested on March 15, 2020, and 6.25% of the shares subject to the award vest quarterly thereafter, generally subject to continued service to the Issuer through each vesting date.
(5) 25% of the shares subject to the award will vest on March 15, 2021, and 6.25% of the shares subject to the award vest quarterly thereafter for a period of four years after the commencement date, generally subject to continued service to the Issuer through each vesting date.
(6) Each PSU represents a contingent right to receive a share of the Issuer's Class A common stock based upon the achievement of a specified financial metric (the Issuer's annual operating cash flow). Once the number of earned shares (if any) subject to the PSUs have been determined, 25% of the earned shares will vest on March 15, 2021, and 6.25% of the earned shares will vest quarterly thereafter, generally subject to the reporting person's continued service to the Issuer through each vesting date.
(7) 25% of the shares subject to the award vested on March 15, 2022, and 6.25% of the shares subject to the award vest quarterly thereafter, generally subject to continued service to the Issuer through each vesting date.
(8) Amounts represent the actual number of earned shares subject to the performance stock unit award, as determined by the Issuer's board of directors.
(9) Each PSU represents a contingent right to receive a share of the Issuer's Class A common stock based upon the achievement of a specified financial metric (the Issuer's annual operating cash flow). Once the number of earned shares (if any) subject to the PSUs have been determined, 25% of the earned shares will vest on March 15, 2022, and 6.25% of the earned shares will vest quarterly thereafter, generally subject to the reporting person's continued service to the Issuer through each vesting date.
(10) 6.25% of the shares subject to the award will vest on June 15, 2022, and 6.25% of the shares subject to the award vest quarterly thereafter, subject to continued service to the Issuer through each vesting date.
(11) Each PSU represents a contingent right to receive a share of the Issuer's Class A common stock based upon the achievement of a specified financial metric (the Issuer's annual operating cash flow). Once the number of earned shares (if any) subject to the PSUs have been determined, 25% of the earned shares will vest on March 15, 2023, and 6.25% of the earned shares will vest quarterly thereafter, generally subject to the reporting person's continued service to the Issuer through each vesting date. The number of shares reported herein is a target number, and the actual number of shares issuable pursuant to the PSU will range from 0-150% of the number of target shares.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Phillips Phuong Y.
C/O ZYNGA INC.
699 8TH STREET
SAN FRANCISCO, CA 94103

Chief Legal Officer
Signatures
/s/ Matt Tolland, as attorney-in-fact for Phuong Y. Phillips3/17/2022
**Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*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).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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