SEC Form 4 · accession 0001209191-15-014968
ZILLOW GROUP, INC. · Z AND ZG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Richard N Barton
Officer — Executive Chairman · Director
Period of report
Feb 17, 2015
Accepted (ET)
Feb 17, 2015 · 9:14 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 17, 2015 | A | 7,826 | — | A | 7,826 | D | |
| Class A Common StockF1,F2 | Feb 17, 2015 | A | 220,000 | — | A | 220,000 | I | Barton Descendants' Trust 12/30/04 |
| Class A Common StockF1,F2 | Feb 17, 2015 | A | 30,000 | — | A | 30,000 | I | The Barton Foundation |
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)F3 | $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)F3 | $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)F4,F5 | $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 StockF6 | $0.00 | Feb 17, 2015 | A | 3,423,845 | A | — | — | Class A Common Stock | 3,423,845 | 3,423,845 | D |
| Class B Common StockF6 | $0.00 | Feb 17, 2015 | A | 339,880 | A | — | — | Class A Common Stock | 339,880 | 339,880 | I |
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. (Continued in Footnote 2)
- F2Derivative securities relating to the Class A Common Stock and Class B 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 and Class B 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.
- F3Date 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.
- F4The 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.
- F5Date 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.
- F6Class 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.