SEC Form 4 · accession 0001082906-18-000036

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

Nov 28, 2018

Accepted (ET)

Nov 30, 2018 · 6:53 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 C Common Stock^F1	Nov 28, 2018	P	149,840	$33.6273	A	149,840	I	TCV Mariner Investor IX, L.P.
Class C Common Stock^F2,F1	Nov 28, 2018	P	103,634	$34.9121	A	253,474	I	TCV Mariner Investor IX, L.P.
Class C Common Stock^F3	Nov 28, 2018	P	42,279	$33.6273	A	42,279	I	TCV Mariner Investor IX (A), L.P.
Class C Common Stock^F2,F3	Nov 28, 2018	P	29,242	$34.9121	A	71,521	I	TCV Mariner Investor IX (A), L.P.
Class C Common Stock^F4	Nov 28, 2018	P	8,003	$33.6273	A	8,003	I	TCV Mariner Investor IX (B), L.P.
Class C Common Stock^F2,F4	Nov 28, 2018	P	5,534	$34.9121	A	13,537	I	TCV Mariner Investor IX (B), L.P.
Class C Common Stock^F5	Nov 28, 2018	P	11,611	$33.6273	A	11,611	I	TCV Mariner Investor IX (MF), L.P.
Class C Common Stock^F2,F5	Nov 28, 2018	P	8,030	$34.9121	A	19,641	I	TCV Mariner Investor IX (MF), L.P.
Class A Common Stock^F1	Nov 29, 2018	P	70,768	$35.5935	A	70,768	I	TCV Mariner Investor IX, L.P.
Class A Common Stock^F3	Nov 29, 2018	P	19,968	$35.5935	A	19,968	I	TCV Mariner Investor IX (A), L.P.
Class A Common Stock^F4	Nov 29, 2018	P	3,780	$35.5935	A	3,780	I	TCV Mariner Investor IX (B), L.P.
Class A Common Stock^F5	Nov 29, 2018	P	5,484	$35.5935	A	5,484	I	TCV Mariner Investor IX (MF), L.P.
Class C Common Stock^F6,F1	Nov 29, 2018	P	145,945	$35.9111	A	399,419	I	TCV Mariner Investor IX, L.P.
Class C Common Stock^F6,F3	Nov 29, 2018	P	41,181	$35.9111	A	112,702	I	TCV Mariner Investor IX (A), L.P.
Class C Common Stock^F6,F4	Nov 29, 2018	P	7,795	$35.9111	A	21,332	I	TCV Mariner Investor IX (B), L.P.
Class C Common Stock^F6,F5	Nov 29, 2018	P	11,309	$35.9111	A	30,950	I	TCV Mariner Investor IX (MF), L.P.
Class C Common Stock^F7,F1	Nov 30, 2018	P	272,458	$36.2993	A	671,877	I	TCV Mariner Investor IX, L.P.
Class C Common Stock^F7,F3	Nov 30, 2018	P	76,878	$36.2993	A	189,580	I	TCV Mariner Investor IX (A), L.P.
Class C Common Stock^F7,F4	Nov 30, 2018	P	14,551	$36.2993	A	35,883	I	TCV Mariner Investor IX (B), L.P.
Class C Common Stock^F7,F5	Nov 30, 2018	P	21,113	$36.2993	A	52,063	I	TCV Mariner Investor IX (MF), L.P.
Class A Common Stock^F8	holding	—	—		—	384,337	I	Mariner Investor II, L.P.
Class C Common Stock^F8	holding	—	—		—	2,735,000	I	Mariner Investor II, L.P.
Class A Common Stock^F9	holding	—	—		—	29,049	I	Hoag Family Trust U/A Dtd 8/2/94
Class C Common Stock^F9	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

F1These shares are directly held by TCV Mariner Investor IX, L.P. ("TCV Mariner"). Jay C. Hoag is a Class A Member of Technology Crossover Management IX, Ltd. ("Management IX") and a limited partner of Technology Crossover Management IX, L.P. ("TCM IX"). Management IX is the sole general partner of TCM IX, which in turn is the sole general partner of TCV IX, L.P., which in turn is the sole member of TCV Mariner Investor IX, LLC ("Mariner GP"), which in turn is the sole general partner of TCV Mariner. Mr. Hoag may be deemed to beneficially own the shares held by TCV Mariner, but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F2This number represents a weighted average sale price per share. The shares were sold at prices ranging from $34.835 to $35.00 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.
F3These shares are directly held by TCV Mariner Investor IX (A), L.P. ("TCV Mariner A"). Mr. Hoag is a Class A Member of Management IX and a limited partner of TCM IX. Management IX is the sole general partner of TCM IX, which in turn is the sole general partner of TCV IX, L.P., which in turn is the sole member of Mariner GP, which in turn is the sole general partner of TCV Mariner A. Mr. Hoag may be deemed to beneficially own the shares held by TCV Mariner A, but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F4These shares are directly held by TCV Mariner Investor IX (B), L.P. ("TCV Mariner B"). Mr. Hoag is a Class A Member of Management IX and a limited partner of TCM IX. Management IX is the sole general partner of TCM IX, which in turn is the sole general partner of TCV IX, L.P., which in turn is the sole member of Mariner GP, which in turn is the sole general partner of TCV Mariner B. Mr. Hoag may be deemed to beneficially own the shares held by TCV Mariner B, but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F5These shares are directly held by TCV Mariner Investor IX (MF), L.P. ("TCV Mariner MF"). Mr. Hoag is a Class A Member of Management IX and a limited partner of TCM IX. Management IX is the sole general partner of TCM IX, which in turn is the sole general partner of TCV IX, L.P., which in turn is the sole member of Mariner GP, which in turn is the sole general partner of TCV Mariner MF. Mr. Hoag is a limited partner of TCV Member Fund, L.P., which is the sole limited partner of TCV Mariner MF. Mr. Hoag may be deemed to beneficially own the shares held by TCV Mariner MF, but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F6This number represents a weighted average sale price per share. The shares were sold at prices ranging from $35.69 to $36.00 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.
F7This number represents a weighted average sale price per share. The shares were sold at prices ranging from $36.0681 to $ 36.55 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.
F8These 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.
F9Mr. 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.