March 26, 2012
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Zynga Inc. 49,414,526 Shares of Class A Common Stock Registration Statement on Form S-1 (File No. 333-180078) |
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we hereby join Zynga Inc. (the “Company”) in requesting that the effectiveness of the Company’s above-referenced Registration Statement on Form S-1, as amended, be accelerated to4:30 p.m. Eastern Standard Time, on March 28, 2012, or as soon as practicable thereafter.
In connection with this acceleration request and pursuant to Rule 460 under the Act, please be advised that from March 23, 2012 through the date hereof, the undersigned effected the following approximate distribution of copies of the Preliminary Prospectus dated March 23, 2012:
107 to 107 prospective underwriters,
0 to 0 institutional investors
0 to 0 dealers
15 to 7 others
This is to further advise you that the underwriters have complied and will continue to comply with SEC release No. 33-4968 and Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
This Letter is executed as of the date first set forth above.
| Very truly yours, | ||
MORGAN STANLEY & CO. LLC GOLDMAN, SACHS & CO. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED BARCLAYS CAPITAL INC. J.P. MORGAN SECURITIES LLC ALLEN & COMPANY LLC | ||
| By: MORGAN STANLEY & CO. LLC | ||
| By: | /s/ Taylor Henricks | |
| Name: | Taylor Henricks | |
| Title: | Vice President | |
| By: GOLDMAN, SACHS & CO. | ||
| By: | /s/ Goldman, Sachs & Co. | |
| (Goldman, Sachs & Co.) | ||
| as representatives of the several underwriters | ||
ZYNGA INC.
699 Eighth Street
San Francisco, CA 94103
March 26, 2012
VIA FACSIMILEAND EDGAR
United States Securities and Exchange Commission
100 F Street N.E.
Washington, D.C. 20549
Attn: Mark P. Shuman
Matthew Crispino
| RE: | Zynga Inc. Registration Statement on Form S-1 (File No. 333-180078) |
Ladies and Gentlemen:
The undersigned registrant (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-1 to become effective on March 28, 2012, at 4:30 p.m., Eastern Time, or as soon thereafter as is practicable.
In connection with this request, the Registrant acknowledges that:
| • | should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
| • | the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| • | the Registrant may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
[Signature Page Follows]
| Very truly yours, |
| ZYNGA INC. |
/s/ REGINALD D. DAVIS |
| REGINALD D. DAVIS |
| General Counsel |