SEC Form 4 · accession 0001209191-15-014924
ZILLOW INC · Z
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
J William Gurley
Director
Period of report
Feb 17, 2015
Accepted (ET)
Feb 17, 2015 · 8:30 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001334814
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1 | Feb 17, 2015 | D | 72,646 | — | D | 0 | D | |
| Class A Common StockF1 | Feb 17, 2015 | D | 154 | — | D | 0 | I | J. William Gurley's family partnership |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F2 | $31.02 | Feb 17, 2015 | D | 9,001 | D | Mar 1, 2012 | Mar 1, 2019 | Class A Common Stock | 9,001 | 0 | D |
| Stock Option (right to buy)F2 | $45.59 | Feb 17, 2015 | D | 6,138 | D | Mar 1, 2013 | Mar 1, 2020 | Class A Common Stock | 6,138 | 0 | D |
| Stock Option (right to buy)F2 | $82.74 | Feb 17, 2015 | D | 4,602 | D | Mar 3, 2014 | Mar 3, 2021 | Class A Common Stock | 4,602 | 0 | D |
Explanation of responses
- F1Class A Common Stock and derivative 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.
- F2Option is fully vested and exercisable on date of grant.