SEC Form 4 · accession 0001209191-15-014992
ZILLOW GROUP, INC. · Z AND ZG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gregory Waldorf
Director
Period of report
Feb 17, 2015
Accepted (ET)
Feb 17, 2015 · 9:41 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 | 5,086 | — | A | 5,086 | D | |
| Class A Common StockF1 | Feb 17, 2015 | A | 1,792 | — | A | 1,792 | I | By Gregory Waldorf, Trustee of the GLW 2004 Revocable Trust dated 11/15/2004 |
Table II — derivative securities
No Table II lines on this filing.
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.