SEC Form 4 · accession 0001209191-15-014918

ZILLOW INC · Z

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Spencer M Rascoff

Officer — Chief Executive Officer · Director

Period of report

Feb 17, 2015

Accepted (ET)

Feb 17, 2015 · 8:28 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001334814

Table I — non-derivative securities

No Table I lines on this filing.

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Option (right to buy)^F2	$3.2448	Feb 17, 2015	D	111,685	D	Sep 15, 2011	Sep 15, 2017	Class A Common Stock	111,685	D
Stock Option (right to buy)^F2	$3.5828	Feb 17, 2015	D	82,730	D	Mar 12, 2011	Mar 12, 2017	Class A Common Stock	82,730	D
Stock Option (right to buy)^F2	$3.887	Feb 17, 2015	D	48,077	D	Sep 1, 2012	Mar 1, 2018	Class A Common Stock	48,077	D
Stock Option (right to buy)^F3	$28.78	Feb 17, 2015	D	401,043	D	Dec 26, 2013	Dec 26, 2019	Class A Common Stock	401,043	D
Stock Option (right to buy)^F2	$30.46	Feb 17, 2015	D	19,551	D	Mar 1, 2013	Feb 2, 2019	Class A Common Stock	19,551	D
Stock Option (right to buy)^F3	$36.36	Feb 17, 2015	D	500,000	D	Jan 24, 2016	Jan 24, 2023	Class A Common Stock	500,000	D
Stock Option (right to buy)^F4,F5	$101.715	Feb 17, 2015	D	300,000	D	Jan 1, 2016	Jan 7, 2025	Class A Common Stock	300,000	D

Explanation of responses

F1Derivative securities of Zillow, Inc. ("Issuer") were disposed of pursuant to the transactions contemplated by the Agreement and Plan of Merger among Issuer, Zillow Group, Inc., f/k/a Zebra Holdco, Inc. ("HoldCo"), and Trulia, Inc., dated as of July 28, 2014 (the "Merger Agreement"). Upon closing of the transactions contemplated by the Merger Agreement (the "Effective Time"), Issuer became a wholly owned subsidiary of HoldCo, and each share of Class A Common Stock of Issuer was converted into one share of Class A Common Stock of HoldCo. Derivative securities relating to the Class A Common Stock of Issuer were assumed by HoldCo and converted into derivative securities relating to an equal number of shares of Class A Common Stock of HoldCo on otherwise the same terms and conditions (including the vesting schedule and exercise price) that applied to such derivative securities immediately prior to the Effective Time.
F21/4th of the total number of shares originally subject to the option becomes exercisable at the first vesting date and an additional 1/48th becomes exercisable each month thereafter until the option is fully vested.
F3Date at which first vesting occurs is indicated. 1/8th of the total number of shares originally subject to the option becomes vested at the first vesting date and an additional 1/96th becomes vested each month thereafter. An additional 1/8th of the total number of shares originally subject to the option becomes vested on the one-year anniversary of the date of first vesting and an additional 1/96th becomes vested each month thereafter until the option is fully vested.
F4The option's exercisability is subject to shareholder approval of a share increase under the Issuer's Amended and Restated 2011 Incentive Plan assumed by HoldCo.
F5Date at which first vesting occurs is indicated. 1/16th of the total number of shares originally subject to the option becomes vested at the first vesting date and an additional 1/192 becomes vested each month thereafter over the next 3 years; an additional 1/16th of the total number of shares originally subject to the option becomes vested on the 1-year anniversary of the first vesting date and an additional 1/192 becomes vested each month thereafter over the next 3 years; an additional 1/16th of the total number of shares originally subject to the option becomes vested on the 2-year anniversary of the first vesting date and an additional 1/192 becomes vested each month thereafter over the next 3 years; and an additional 1/16th of the total number of shares originally subject to the option becomes vested on the 3-year anniversary of the first vesting date and an additional 1/192 becomes vested each month thereafter over the next 3 years until the option is fully vested.