SEC Form 4 · accession 0001209191-15-014990

ZILLOW INC · Z

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

Reporting owner

Richard N Barton

Officer — Executive Chairman · Director · 10% Owner

Period of report

Feb 17, 2015

Accepted (ET)

Feb 17, 2015 · 9:36 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	D/I	Nature of ownership
Class A Common Stock^F1	Feb 17, 2015	D	7,826	—	D	D
Class A Common Stock^F1	Feb 17, 2015	D	220,000	—	D	I	Barton Descendants' Trust 12/30/04
Class A Common Stock^F1	Feb 17, 2015	D	30,000	—	D	I	The Barton Foundation

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	$82.05	Feb 17, 2015	D	35,000	D	Feb 1, 2015	Jan 2, 2021	Class A Common Stock	35,000	D
Stock Option (right to buy)^F2	$101.715	Feb 17, 2015	D	43,750	D	Jan 1, 2016	Jan 7, 2022	Class A Common Stock	43,750	D
Stock Option (right to buy)^F3,F4	$101.715	Feb 17, 2015	D	50,000	D	Jan 1, 2016	Jan 7, 2025	Class A Common Stock	50,000	D
Class B Common Stock^F5	$0.00	Feb 17, 2015	D	3,423,845	D	—	—	Class A Common Stock	3,423,845	D
Class B Common Stock^F5	$0.00	Feb 17, 2015	D	339,880	D	—	—	Class A Common Stock	339,880	I

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 and Class B 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 and Class B 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
F2Date at which first vesting occurs is indicated. 1/4th 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.
F3The 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.
F4Date 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.
F5Class B Common Stock is convertible into Class A Common Stock on a 1-for-1 basis (i) at the holder's election or (ii) upon the approval of holders of not less than a majority of the shares of Class B Common Stock outstanding at such time and has no expiration date.