SEC Form 4 · accession 0001209191-15-014919
ZILLOW GROUP, INC. · Z AND ZG
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 · 8:28 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 | Feb 12, 2015 | A | 72,646 | — | A | 72,646 | D | |
| Class A Common StockF1 | Feb 12, 2015 | A | 154 | — | A | 154 | 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 | A | 9,001 | A | Mar 1, 2012 | Mar 1, 2019 | Class A Common Stock | 9,001 | 9,001 | D |
| Stock Option (right to buy)F2 | $45.59 | Feb 17, 2015 | A | 6,138 | A | Mar 1, 2013 | Mar 1, 2020 | Class A Common Stock | 6,138 | 6,138 | D |
| Stock Option (right to buy)F2 | $82.74 | Feb 17, 2015 | A | 4,602 | A | Mar 3, 2014 | Mar 3, 2021 | Class A Common Stock | 4,602 | 4,602 | D |
Explanation of responses
- F1Class A Common Stock and derivative securities of Zillow Group, Inc., f/k/a Zebra Holdco, Inc. (the "Issuer"), were acquired pursuant to the transactions contemplated by the Agreement and Plan of Merger among Zillow, Inc. ("Zillow"), the Issuer, 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"), Zillow became a wholly owned subsidiary of the Issuer, and each share of Class A Common Stock of Zillow was converted into one share of Class A Common Stock of the Issuer. Derivative securities relating to the Class A Common Stock of Zillow were assumed by the Issuer and converted into derivative securities relating to an equal number of shares of Class A Common Stock of the Issuer 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.