SEC Form 4 · accession 0001209191-15-014976
ZILLOW GROUP, INC. · Z AND ZG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Spencer M Rascoff
Officer — Chief Executive Officer · Director
Period of report
Feb 17, 2015
Accepted (ET)
Feb 17, 2015 · 9:22 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001617640
Table I — non-derivative securities
No Table I lines on this filing.
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 | $3.2448 | Feb 17, 2015 | A | 111,685 | A | Sep 15, 2011 | Sep 15, 2017 | Class A Common Stock | 111,685 | 111,685 | D |
| Stock Option (right to buy)F2 | $3.5828 | Feb 17, 2015 | A | 82,730 | A | Mar 12, 2011 | Mar 12, 2017 | Class A Common Stock | 82,730 | 82,730 | D |
| Stock Option (right to buy)F2 | $3.887 | Feb 17, 2015 | A | 48,077 | A | Sep 1, 2012 | Mar 1, 2018 | Class A Common Stock | 48,077 | 48,077 | D |
| Stock Option (right to buy)F3 | $28.78 | Feb 17, 2015 | A | 401,043 | A | Dec 26, 2013 | Dec 26, 2019 | Class A Common Stock | 401,043 | 401,043 | D |
| Stock Option (right to buy)F2 | $30.46 | Feb 17, 2015 | A | 19,551 | A | Mar 1, 2013 | Feb 2, 2019 | Class A Common Stock | 19,551 | 19,551 | D |
| Stock Option (right to buy)F3 | $36.36 | Feb 17, 2015 | A | 500,000 | A | Jan 24, 2016 | Jan 24, 2023 | Class A Common Stock | 500,000 | 500,000 | D |
| Stock Option (right to buy)F4,F5 | $101.715 | Feb 17, 2015 | A | 300,000 | A | Jan 1, 2016 | Jan 7, 2025 | Class A Common Stock | 300,000 | 300,000 | D |
Explanation of responses
- F1Derivative 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.
- F21/4th 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.
- F3Date at which first vesting occurs is indicated. 1/8th of the total number of shares originally subject to the option becomes vested at the first vesting date and an additional 1/96th becomes vested each month thereafter. An additional 1/8th of the total number of shares originally subject to the option becomes vested on the one-year anniversary of the date of first vesting and an additional 1/96th becomes vested 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.