SEC Form 4 · accession 0001209191-15-014964

ZILLOW GROUP, INC. · Z AND ZG

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

Reporting owner

Lloyd D Frink

Officer — Vice Chairman & President · Director

Period of report

Feb 17, 2015

Accepted (ET)

Feb 17, 2015 · 9:10 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 Stock^F1	Feb 17, 2015	A	575	—	A	575	D
Class A Common Stock^F1	Feb 17, 2015	A	658,130	—	A	658,130	I	Frink Descendants' Trust 12/30/04

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	$82.05	Feb 17, 2015	A	35,000	A	Feb 1, 2015	Jan 2, 2021	Class A Common Stock	35,000	35,000	D
Stock Option (right to buy)^F2	$101.715	Feb 17, 2015	A	43,750	A	Jan 1, 2016	Jan 7, 2022	Class A Common Stock	43,750	43,750	D
Stock Option (right to buy)^F3,F4	$101.715	Feb 17, 2015	A	50,000	A	Jan 1, 2016	Jan 7, 2025	Class A Common Stock	50,000	50,000	D
Class B Common Stock^F5	$0.00	Feb 17, 2015	A	2,453,722	A	—	—	Class A Common Stock	2,453,722	2,453,722	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.
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 Zillow's Amended and Restated 2011 Incentive Plan assumed by the Issuer.
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.