CUSIP NO. 98885E103                    13G     Page 1 of 12

                                                                                  UNITED STATES
                                                             SECURITIES AND EXCHANGE COMMISSION
                                                                         Washington, D.C. 20549
 
                                                                                   SCHEDULE 13G
 
                                                      Under the Securities Exchange Act of 1934
                                                                             (Amendment No. 1)*
 
                                                                                   ZAFGEN, INC.
                                                                               (Name of Issuer)
 
                                                                 Common Stock, $0.001 Par Value
                                                                 (Title of Class of Securities)
 
                                                                                      98885E103
 
                                                                                 (CUSIP Number)
 
                                                                              December 31, 2016
                                       (Date of Event Which Requires Filing of this Statement)
 
         Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
         [X] Rule 13d‑1(b)
         [ ] Rule 13d‑1(c)
         [ ] Rule 13d‑1(d)
 
         *The remainder of this cover page shall be filled out for a reporting person's
         initial filing on this form with respect to the subject class of securities, and
         for any subsequent amendment containing information which would alter the
         disclosures provided in a prior cover page.
 
         The information required in the remainder of this cover page shall not be deemed
         to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
         1934 ("Act") or otherwise subject to the liabilities of that section of the Act
         but shall be subject to all other provisions of the Act (however, see the
         Notes).

   

 
         CUSIP NO. 98885E103                    13G     Page 2 of 12

         1.    NAMES OF REPORTING PERSONS.    
 
                     Franklin Resources, Inc.
 
         2.    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
                     (a)
                     (b) X
 
         3.    SEC USE ONLY
 
         4.    CITIZENSHIP OR PLACE OF ORGANIZATION
 
                     Delaware
 
         NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
 
                     5.     SOLE VOTING POWER
 
                                  (See Item 4)
 
                     6.     SHARED VOTING POWER
 
                                  (See Item 4)
 
                     7.     SOLE DISPOSITIVE POWER
 
                                  (See Item 4)
 
                     8.     SHARED DISPOSITIVE POWER
 
                                  (See Item 4)
 
         9.    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
                     0
 
         10.   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
                      CERTAIN SHARES [ ]
 
         11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
                      0.0%
 
         12.   TYPE OF REPORTING PERSON
 
                      HC, CO (See Item 4)

   

 
         CUSIP NO. 98885E103                    13G     Page 3 of 12

         1.    NAMES OF REPORTING PERSONS.    
 
                     Charles B. Johnson
 
         2.    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
                     (a)
                     (b) X
 
         3.    SEC USE ONLY
 
         4.    CITIZENSHIP OR PLACE OF ORGANIZATION
 
                     USA
 
         NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
 
                     5.    SOLE VOTING POWER
 
                                 (See Item 4)
 
                     6.    SHARED VOTING POWER
 
                                 (See Item 4)
 
                     7.    SOLE DISPOSITIVE POWER
 
                                 (See Item 4)
 
                     8.    SHARED DISPOSITIVE POWER
 
                                 (See Item 4)
 
         9.    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
                     0
 
         10.   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
                     CERTAIN SHARES [ ]
 
         11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
                     0.0%
 
         12.   TYPE OF REPORTING PERSON
 
                     HC, IN (See Item 4)

   

 
         CUSIP NO. 98885E103                    13G     Page 4 of 12

         1.    NAMES OF REPORTING PERSONS.    
 
                     Rupert H. Johnson, Jr.
 
         2.    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
                     (a)
                     (b) X
 
         3.    SEC USE ONLY
 
         4.    CITIZENSHIP OR PLACE OF ORGANIZATION
 
                     USA
 
         NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
 
                     5.    SOLE VOTING POWER
 
                                 (See Item 4)
 
                     6.    SHARED VOTING POWER
 
                                 (See Item 4)
 
                     7.    SOLE DISPOSITIVE POWER
 
                                 (See Item 4)
 
                     8.    SHARED DISPOSITIVE POWER
 
                                 (See Item 4)
         9.    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
                     0
 
         10.   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
                     CERTAIN SHARES [ ]
 
         11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
                     0.0%
 
         12.   TYPE OF REPORTING PERSON
 
                     HC, IN (See Item 4)

   

 
         CUSIP NO. 98885E103                    13G     Page 5 of 12

         Item 1.
 
         (a)   Name of Issuer
 
                     ZAFGEN, INC.
 
         (b)   Address of Issuer's Principal Executive Offices
 
                     175 Portland Street, 4th Floor
                     Boston, MA 02114
 
         Item 2.
 
         (a)   Name of Person Filing
 
                     (i):   Franklin Resources, Inc.
 
                     (ii):  Charles B. Johnson
 
                     (iii): Rupert H. Johnson, Jr.

         (b)   Address of Principal Business Office or, if none, Residence
 
                     (i), (ii), and (iii):
                     One Franklin Parkway
                     San Mateo, CA 94403‑1906
 
         (c)   Citizenship
 
                     (i): Delaware
                     (ii) and (iii): USA
 
         (d)   Title of Class of Securities
 
                     Common Stock, $0.001 Par Value
 
         (e)   CUSIP Number
 
                     98885E103

   

 
         CUSIP NO. 98885E103                    13G     Page 6 of 12

         Item 3.   If this statement is filed pursuant to §§240.13d‑1(b) or 240.13d‑2(b) or (c),
                             check whether the person filing is a:
 
                       (a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
 
                       (b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
 
                       (c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c)
 
                       (d) [ ] Investment company registered under section 8 of the Investment Company Act
                                       of 1940 (15 U.S.C 80a‑8).
 
                       (e) [ ] An investment adviser in accordance with §240.13d‑1(b)(1)(ii)(E);
 
                       (f) [ ] An employee benefit plan or endowment fund in accordance with §240.13d‑1(b)
                                       (1)(ii)(F);
 
                       (g) [X] A parent holding company or control person in accordance with §240.13d‑1(b)
                                       (1)(ii)(G);
 
                       (h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit
                                       Insurance Act (12 U.S.C. 1813);
 
                       (i) [ ] A church plan that is excluded from the definition of an investment company
                                       under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
                                       80a‑3);
                       (j) [ ] A non‑U.S. institution in accordance with §240.13d‑1(b)(ii)(J);
 
                       (k) [ ] Group, in accordance with §240.13d‑1(b)(1)(ii)(K).
 
                       If filing as a non‑U.S. institution in accordance with §240.13d‑1(b)(1)(ii)(J),
                       please specify the type of institution:

         Item 4.  Ownership
 
         The securities reported herein are beneficially owned by one or more open ‑ or closed ‑
         end investment companies or other managed accounts that are investment management clients
         of investment managers that are direct and indirect subsidiaries (each, an “Investment
         Management Subsidiary” and, collectively, the “Investment Management Subsidiaries”) of
         Franklin Resources, Inc.(“FRI”), including the Investment Management Subsidiaries listed
         in this Item 4. When an investment management contract (including a sub‑advisory
         agreement) delegates to an Investment Management Subsidiary investment discretion or
         voting power over the securities held in the investment advisory accounts that are subject
         to that agreement, FRI treats the Investment Management Subsidiary as having sole
         investment discretion or voting authority, as the case may be, unless the agreement
         specifies otherwise. Accordingly, each Investment Management Subsidiary reports on
         Schedule 13G that it has sole investment discretion and voting authority over the
         securities covered by any  such investment management agreement, unless otherwise noted in
         this Item 4.  As a result, for purposes of Rule 13d‑3 under the Act, the Investment
         Management Subsidiaries listed in this Item 4 may be deemed to be the beneficial owners of
         the securities reported in this Schedule 13G.

         Beneficial ownership by Investment Management Subsidiaries and other FRI affiliates is
         being reported in conformity with the guidelines articulated by the SEC staff in Release
         No. 34‑39538 (January 12, 1998) relating to organizations, such as FRI, where related
         entities exercise voting and investment powers over the securities being reported
         independently from each other. The voting and investment powers held by Franklin Mutual
         Advisers, LLC (“FMA”), an indirect wholly‑owned Investment Management Subsidiary, are
         exercised independently from FRI and from all other Investment Management Subsidiaries
         (FRI, its affiliates and the Investment Management Subsidiaries other than FMA are
         collectively, “FRI affiliates”).  Furthermore, internal policies and procedures of FMA and
         FRI establish informational barriers that prevent the flow between FMA and the FRI
         affiliates of information that relates to the voting and investment powers over the
         securities owned by their respective investment management clients.  Consequently, FMA and
         the FRI affiliates report the securities over which they hold investment and voting power
         separately from each other for purposes of Section 13 of the Act.

   

 
         CUSIP NO. 98885E103                    13G     Page 7 of 12

         Charles B. Johnson and Rupert H. Johnson, Jr. (the “Principal Shareholders”) each own in
         excess of 10% of the outstanding common stock of FRI and are the principal stockholders of
         FRI.  FRI and the Principal Shareholders may be deemed to be, for purposes of Rule 13d‑3
         under the Act, the beneficial owners of securities held by persons and entities for whom
         or for which FRI subsidiaries provide investment management services.  The number of
         shares that may be deemed to be beneficially owned and the percentage of the class of
         which such shares are a part are reported in Items 9 and 11 of the cover pages for FRI and
         each of the Principal Shareholders.  FRI, the Principal Shareholders and each of the
         Investment Management Subsidiaries disclaim any pecuniary interest in any of  such
         securities.  In addition, the filing of this Schedule 13G on behalf of the Principal
         Shareholders, FRI and the FRI affiliates, as applicable, should not be construed as an
         admission that any of them is, and each  of them disclaims that it is, the beneficial
         owner, as defined in Rule 13d‑3, of any of the securities reported in this Schedule 13G.

         FRI, the Principal Shareholders, and each of the Investment Management Subsidiaries
         believe that they are not a “group” within the meaning of Rule 13d‑5 under the Act and
         that they are not otherwise required to attribute to each other the beneficial ownership
         of the securities held by any of them or by any persons or entities for whom or for which
         the Investment Management Subsidiaries provide investment management services.
 
                     (a)    Amount beneficially owned:
 
                                  0
 
                     (b)    Percent of class:
 
                                   0.0%
 
                     (c)    Number of shares as to which the person has:
 
                             (i)   Sole power to vote or to direct the vote
 
                                         Franklin Resources, Inc.:                           0
 
                                         Charles B. Johnson:                                 0
 
                                         Rupert H. Johnson, Jr.:                             0

 
                           (ii)   Shared power to vote or to direct the vote
 
                                          0
 
                         (iii)   Sole power to dispose or to direct the disposition of
 
                                         Franklin Resources, Inc.:                           0
 
                                         Charles B. Johnson:                                 0
 
                                         Rupert H. Johnson, Jr.:                             0

                           (iv)   Shared power to dispose or to direct the disposition of

                                          0

   

 
         CUSIP NO. 98885E103                    13G     Page 8 of 12
 
         Item 5.  Ownership of Five Percent or Less of a Class
 
                           If this statement is being filed to report the fact that as of the date hereof
                           the reporting person has ceased to be the beneficial owner of more than five
                           percent of the class of securities, check the following [X].
 
         Item 6.  Ownership of More than Five Percent on Behalf of Another Person
 
                           The clients of the Investment Management Subsidiaries, including investment
                           companies registered under the Investment Company Act of 1940 and other
                           managed accounts, have the right to receive or power to direct the receipt of
                           dividends from, and the proceeds from the sale of, the securities reported
                           herein.
 
         Item 7.  Identification and Classification of the Subsidiary Which Acquired the
                           Security Being Reported on By the Parent Holding Company
 
                           Not Applicable
 
         Item 8.  Identification and Classification of Members of the Group
 
                           Not Applicable
 
         Item 9.  Notice of Dissolution of Group
 
                           Not Applicable

   

 
         CUSIP NO. 98885E103                    13G     Page 9 of 12

         Item 10. Certification
 
         By signing below I certify that, to the best of my knowledge and belief, the
         securities referred to above were acquired and are held in the ordinary course of
         business and were not acquired and are not held for the purpose of or with the
         effect of changing or influencing the control of the issuer of the securities and
         were not acquired and are not held in connection with or as a participant in any
         transaction having that purpose or effect.
 
         Exhibits
 
         Exhibit A ‑ Joint Filing Agreement
         Exhibit B ‑ Limited Powers of Attorney for Section 13 Reporting Obligations
 
                                                                                 SIGNATURE
 
         After reasonable inquiry and to the best of my knowledge and belief, I certify that
         the information set forth in this statement is true, complete and correct.
 
         Dated:   January 26, 2017
 
         Franklin Resources, Inc.

         By:    /s/LORI A. WEBER
                         ‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑
                        Lori A. Weber
                        Assistant Secretary of Franklin Resources, Inc.

         Charles B. Johnson
 
         Rupert H. Johnson, Jr.
 
     By:    /s/ROBERT C. ROSSELOT
                         ‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑
                        Robert C. Rosselot
 
                        Attorney‑in‑Fact for Charles B. Johnson pursuant to Power of Attorney
                        attached to this Schedule 13G
 
                        Attorney‑in‑Fact for Rupert H. Johnson, Jr. pursuant to Power of Attorney
                        attached to this Schedule 13G

   

 
         CUSIP NO. 98885E103                    13G     Page 10 of 12
 
         EXHIBIT A
 
         JOINT FILING AGREEMENT
 
         In accordance with Rule 13d‑1(k) under the Securities Exchange Act of 1934, as amended,
         the undersigned hereby agree to the joint filing with each other of the attached
         statement on Schedule 13G and to all amendments to such statement and that such
         statement and all amendments to such statement are made on behalf of each of them.
 
         IN WITNESS WHEREOF, the undersigned have executed this agreement on January 26, 2017.
 
         Franklin Resources, Inc.

         By:    /s/LORI A. WEBER
                         ‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑
                        Lori A. Weber
                        Assistant Secretary of Franklin Resources, Inc.

         Charles B. Johnson
 
         Rupert H. Johnson, Jr.
 
     By:    /s/ROBERT C. ROSSELOT
                         ‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑
                        Robert C. Rosselot
 
                        Attorney‑in‑Fact for Charles B. Johnson pursuant to Power of Attorney
                        attached to this Schedule 13G
 
                        Attorney‑in‑Fact for Rupert H. Johnson, Jr. pursuant to Power of Attorney
                        attached to this Schedule 13G

   

 
         CUSIP NO. 98885E103                    13G     Page 11 of 12
 
         EXHIBIT B
 
                                                                          LIMITED POWER OF ATTORNEY
                                                                                                FOR
                                                                   SECTION 13 REPORTING OBLIGATIONS
 
               Know all by these presents, that the undersigned hereby makes, constitutes and appoints
         each of Robert Rosselot and Maria Gray, each acting individually, as the undersigned’s
         true and lawful attorney‑in‑fact, with full power and authority as hereinafter described
         on behalf of and in the name, place and stead of the undersigned to:
 
         (1)     prepare, execute, acknowledge, deliver and file Schedules 13D and 13G (including
         any amendments thereto or any related documentation) with the United States Securities and
         Exchange Commission, any national securities exchanges and Franklin Resources, Inc., a
         Delaware corporation (the “Reporting Entity”), as considered necessary or advisable under
         Section 13 of the Securities Exchange Act of 1934 and the rules and regulations
         promulgated thereunder, as amended from time to time (the “Exchange Act”); and
 
         (2)     perform any and all other acts which in the discretion of such attorney‑in‑fact
         are necessary or desirable for and on behalf of the undersigned in connection with the
         foregoing.
 
                 The undersigned acknowledges that:
 
         (1)   this Limited Power of Attorney authorizes, but does not require, each such
         attorney‑in‑fact to act in their discretion on information provided to such
         attorney‑in‑fact without independent verification of such information;
 
         (2)   any documents prepared and/or executed by either such attorney‑in‑fact on behalf of
         the undersigned pursuant to this Limited Power of Attorney will be in such form and will
         contain such information and disclosure as such attorney‑in‑fact, in his or her
         discretion, deems necessary or desirable;
 
         (3)   neither the Reporting Entity nor either of such attorneys‑in‑fact assumes (i) any
         liability for the undersigned’s responsibility to comply with the requirements of the
         Exchange Act or (ii) any liability of the undersigned for any failure to comply with such
         requirements; and
 
         (4)   this Limited Power of Attorney does not relieve the undersigned from responsibility
         for compliance with the undersigned’s obligations under the Exchange Act, including
         without limitation the reporting requirements under Section 13 of the Exchange Act.
 
               The undersigned hereby gives and grants each of the foregoing attorneys‑in‑fact full
         power and authority to do and perform all and every act and thing whatsoever requisite,
         necessary or appropriate to be done in and about the foregoing matters as fully to all
         intents and purposes as the undersigned might or could do if present, hereby ratifying all
         that each such attorney‑in‑fact of, for and on behalf of the undersigned, shall lawfully
         do or cause to be done by virtue of this Limited Power of Attorney.
 
               This Limited Power of Attorney shall remain in full force and effect until revoked by
         the undersigned in a signed writing delivered to each such attorney‑in‑fact.
 
         IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be
         executed as of this        30th            day of           April       ,  2007
 
                                                                                                                     /s/Charles B. Johnson
                                                                                                                     Signature
 
                                                                                                                     Charles B. Johnson
                                                                                                                     Print Name

   

 
         CUSIP NO. 98885E103                    13G     Page 12 of 12
 
                                                                          LIMITED POWER OF ATTORNEY
                                                                                                FOR
                                                                   SECTION 13 REPORTING OBLIGATIONS
                 Know all by these presents, that the undersigned hereby makes, constitutes and
         appoints each of Robert Rosselot and Maria Gray, each acting individually, as the
         undersigned’s true and lawful attorney‑in‑fact, with full power and authority as
         hereinafter described on behalf of and in the name, place and stead of the undersigned to:
 
         (1)     prepare, execute, acknowledge, deliver and file Schedules 13D and 13G (including
         any amendments thereto or any related documentation) with the United States Securities and
         Exchange Commission, any national securities exchanges and Franklin Resources, Inc., a
         Delaware corporation (the “Reporting Entity”), as considered necessary or advisable under
         Section 13 of the Securities Exchange Act of 1934 and the rules and regulations
         promulgated thereunder, as amended from time to time (the “Exchange Act”); and
 
         (2)     perform any and all other acts which in the discretion of such attorney‑in‑fact
         are necessary or desirable for and on behalf of the undersigned in connection with the
         foregoing.
 
                 The undersigned acknowledges that:
 
         (1)   this Limited Power of Attorney authorizes, but does not require, each such
         attorney‑in‑fact to act in their discretion on information provided to such
         attorney‑in‑fact without independent verification of such information;
 
         (2)   any documents prepared and/or executed by either such attorney‑in‑fact on behalf of
         the undersigned pursuant to this Limited Power of Attorney will be in such form and will
         contain such information and disclosure as such attorney‑in‑fact, in his or her
         discretion, deems necessary or desirable;
 
         (3)   neither the Reporting Entity nor either of such attorneys‑in‑fact assumes (i) any
         liability for the undersigned’s responsibility to comply with the requirements of the
         Exchange Act or (ii) any liability of the undersigned for any failure to comply with such
         requirements; and
 
         (4)   this Limited Power of Attorney does not relieve the undersigned from responsibility
         for compliance with the undersigned’s obligations under the Exchange Act, including
         without limitation the reporting requirements under Section 13 of the Exchange Act.
 
               The undersigned hereby gives and grants each of the foregoing attorneys‑in‑fact full
         power and authority to do and perform all and every act and thing whatsoever requisite,
         necessary or appropriate to be done in and about the foregoing matters as fully to all
         intents and purposes as the undersigned might or could do if present, hereby ratifying all
         that each such attorney‑in‑fact of, for and on behalf of the undersigned, shall lawfully
         do or cause to be done by virtue of this Limited Power of Attorney.
 
               This Limited Power of Attorney shall remain in full force and effect until revoked by
         the undersigned in a signed writing delivered to each such attorney‑in‑fact.
 
         IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be
         executed as
         of this         25th         day of     April        , 2007
 
                                                                                                                     /s/ Rupert H. Johnson, Jr.
                                                                                                                     Signature
 
                                                                                                                     Rupert H. Johnson, Jr.
 
                                                                                                                     Print Name