SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
Digital Growth Advisors, LLC

(Last) (First) (Middle)
1111 BRICKELL AVE
11TH FLOOR

(Street)
MIAMI FL 33131

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
12/15/2011
3. Issuer Name and Ticker or Trading Symbol
ZYNGA INC [ ZNGA ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock (1) (2) Class A Common Stock 15,355,184 (1) I See Footnote(3)
1. Name and Address of Reporting Person*
Digital Growth Advisors, LLC

(Last) (First) (Middle)
1111 BRICKELL AVE
11TH FLOOR

(Street)
MIAMI FL 33131

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ZGN Management, LLC

(Last) (First) (Middle)
1521 ALTON ROAD,
SUITE 352

(Street)
MIAMI BEACH, FL 33139

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Zangrillo Robert

(Last) (First) (Middle)
1521 ALTON ROAD,
SUITE 352

(Street)
MIAMI BEACH, FL 33139

(City) (State) (Zip)
Explanation of Responses:
1. Each share of Class B Common Stock is convertible at any time at the option of the shareholder into one share of Class A Common Stock. 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.
2. No expiration date.
3. The shares of Class B Common Stock are held by ZGN I, LLC, Z24 LLC and Z25 LLC, none of which individually owns more than 10% of the Class A Common Stock.
Remarks:
Digital Growth Advisors, LLC, ZGN Management, LLC and Robert Zangrillo (each, a "Reporting Person") do not hold any shares directly. The shares are held directly by private investment vehicles managed by ZGN Management, LLC, which has voting and dispositive power with respect to such vehicles. ZGN Management, LLC is managed by Digital Growth Advisors, LLC, the manager of which is Mr. Zangrillo, each of whom has authority to direct the voting and disposition power exercised by ZGN Management, LLC. Each Reporting Person and its affiliates disclaim beneficial ownership of all shares of Zynga Inc. in which they do not have a pecuniary interest.
Digital Growth Advisors, LLC, /s/ Michael McCartney, Michael McCartney, Authorized Person 02/16/2012
ZGN Management, LLC, /s/ Michael McCartney, Michael McCartney, Authorized Person 02/16/2012
Robert Zangrillo, /s/ Robert Zangrillo 02/16/2012
** Signature of Reporting Person Date
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 5 (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).
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