SEC Form 4 · accession 0001082906-16-000051
ZILLOW GROUP, INC. · Z AND ZG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jay C Hoag
Director
Period of report
Feb 18, 2016
Accepted (ET)
Feb 22, 2016 · 5:20 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001617640
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1,F2 | Feb 18, 2016 | P | 250,000 | $20.4504 | A | 250,000 | I | Mariner Investor II, L.P. |
| Class C Capital StockF3,F2 | Feb 18, 2016 | P | 500,000 | $19.4884 | A | 500,000 | I | Mariner Investor II, L.P. |
| Class A Common StockF2 | Feb 19, 2016 | P | 125,000 | $21.20 | A | 375,000 | I | Mariner Investor II, L.P. |
| Class C Capital StockF4,F2 | Feb 19, 2016 | P | 200,000 | $20.2465 | A | 700,000 | I | Mariner Investor II, L.P. |
| Class A Common StockF5 | holding | — | — | — | 29,049 | I | Hoag Family Trust U/A Dtd 8/2/94 | |
| Class C Capital StockF6,F5 | holding | — | — | — | 58,098 | I | Hoag Family Trust U/A Dtd 8/2/94 |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This number represents a weighted average sale price per share. The shares were sold at prices ranging from $20.40 to $20.48 per share. The Reporting Person hereby undertakes to provide upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
- F2These shares are directly held by Mariner Investor II, L.P. ("Mariner II"). Jay C. Hoag is a Class A Director of Technology Crossover Management VIII, Ltd. ("Management VIII"). Management VIII is the sole general partner of Technology Crossover Management VIII, L.P., which in turn is the sole general partner of TCV VIII, L.P., which in turn is the sole member of Mariner Investor GP II, LLC, which in turn is the sole general partner of Mariner II. Mr. Hoag may be deemed to beneficially own the shares held by Mariner II but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein
- F3This number represents a weighted average sale price per share. The shares were sold at prices ranging from $19.45 to $19.67 per share. The Reporting Person hereby undertakes to provide upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
- F4This number represents a weighted average sale price per share. The shares were sold at prices ranging from $20.165 to $20.48 per share. The Reporting Person hereby undertakes to provide upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
- F5Mr. Hoag is a trustee of Hoag Family Trust U/A Dtd 8/2/94. Mr. Hoag disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
- F6On July 21, 2015, the Issuer announced a stock dividend pursuant to which all holders of Class A Common Stock on July 31, 2015, the record date for the dividend, received on August 14, 2015 two shares of Class C Capital Stock for each share of Class A Common Stock held by them as of the record date (the "Class C Dividend"). The holdings in this column consist of shares of Class C Capital Stock received by the Reporting Person pursuant to the Class C Dividend.