SEC Form 4 · accession 0001209191-15-014991
ZILLOW GROUP, INC. · Z AND ZG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Paul M. Levine
Officer — See Remarks
Period of report
Feb 17, 2015
Accepted (ET)
Feb 17, 2015 · 9:40 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 17, 2015 | A | 56,243 | — | A | 56,243 | D |
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 | $9.67 | Feb 17, 2015 | A | 46,456 | A | Feb 14, 2012 | May 10, 2021 | Class A Common Stock | 46,456 | 46,456 | D |
| Stock Option (right to buy)F3 | $60.66 | Feb 17, 2015 | A | 6,660 | A | Mar 1, 2013 | Mar 5, 2023 | Class A Common Stock | 6,660 | 6,660 | D |
| Stock Option (right to buy)F3 | $87.05 | Feb 17, 2015 | A | 45,950 | A | Jul 1, 2014 | Jun 4, 2024 | Class A Common Stock | 45,950 | 45,950 | D |
| Stock Option (right to buy)F3 | $100.84 | Feb 17, 2015 | A | 13,229 | A | Mar 1, 2015 | Feb 10, 2025 | Class A Common Stock | 13,229 | 13,229 | D |
| Restricted Stock UnitsF4 | $0.00 | Feb 17, 2015 | A | 3,330 | A | Aug 14, 2013 | Feb 15, 2017 | Class A Common Stock | 3,330 | 3,330 | D |
| Restricted Stock UnitsF5,F6 | $0.00 | Feb 17, 2015 | A | 92,500 | A | Feb 11, 2015 | — | Class A Common Stock | 92,500 | 92,500 | 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. ("Trulia"), dated as of July 28, 2014 (the "Merger Agreement"). Upon closing of the transactions contemplated by the Merger Agreement (the "Effective Time"), Trulia became a wholly owned subsidiary of the Issuer, and each share of Common Stock of Trulia was converted into 0.444 shares of Class A Common Stock of the Issuer. Derivative securities relating to the Common Stock of Trulia were assumed by the Issuer and converted into derivative securities relating to 0.444 shares of Class A Common Stock of the Issuer for each share of Trulia Common Stock 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 1/16th becomes exercisable each month thereafter until the option is fully vested.
- F3Date at which first vesting occurs is indicated. 1/48th 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.
- F4Date at which first vesting occurs is indicated. 1/8th of the total number of shares originally subject to the grant of Restricted Stock Units ("RSU") becomes exercisable at the first vesting date and an additional 1/16th becomes exercisable each quarter thereafter until the RSU is fully vested.
- F5Date at which first vesting occurs is indicated. 1/6th of the total number of shares originally subject to the grant of RSUs becomes exercisable at the first vesting date and an additional 1/6th becomes exercisable each quarter thereafter until the RSU is fully vested.
- F6Unless earlier forfeited under the terms of the RSU, each performance-based RSU vests as to 1/6th of the RSUs in six substantially equal quarterly tranches, beginning on February 11, 2015.
Remarks
President of Trulia, Inc. (subsidiary of Z)