SEC Form 4 · accession 0001225208-15-017324
ZILLOW GROUP, INC. · Z AND ZG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Paul M. Levine
Officer — President of Trulia, Inc.
Period of report
Aug 17, 2015
Accepted (ET)
Aug 19, 2015 · 9:03 pm EDT
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 | Aug 17, 2015 | M | 1,328 | $0.00 | A | 59,840 | D | |
| Class C Capital StockF1 | Aug 17, 2015 | M | 2,656 | $0.00 | A | 119,680 | D | |
| Class A Common StockF2,F3 | Aug 18, 2015 | S | 647 | $27.3955 | D | 59,193 | D | |
| Class C Capital StockF2,F4,F1 | Aug 18, 2015 | S | 1,321 | $26.0314 | D | 118,359 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF5,F6,F7 | $0.00 | Aug 17, 2015 | M | 1,328 | D | Aug 17, 2015 | — | Class A Common Stock | 1,328 | 9,297 | D |
| Restricted Stock UnitsF5,F6 | $0.00 | Aug 17, 2015 | M | 2,656 | D | Aug 17, 2015 | — | Class C Capital Stock | 2,656 | 18,594 | D |
Explanation of responses
- F1On July 21, 2015, the Issuer announced a stock dividend pursuant to which all holders of Class A Common Stock on July 31, 2015, the record date for the dividend, received on August 14, 2015 two shares of Class C Capital Stock for each share of Class A Common Stock held by them as of the record date (the "Class C Dividend"). The holdings in this column include shares of Class C Capital Stock received by the Reporting Person pursuant to the Class C Dividend.
- F2Represents shares sold to cover tax withholding due upon vesting.
- F3The reported price is a weighted average sale price. These shares were sold in mulitiple transactions at prices ranging from $27.3901 to $27.4250. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price within the range.
- F4The reported price is a weighted average sale price. These shares were sold in mulitiple transactions at prices ranging from $26.021 to $26.038. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price within the range.
- F5These restricted stock units ("RSUs") were previously reported as RSUs entitling the Reporting Person to receive one share of Class A Common Stock for each share underlying the RSUs as they vest. As a result of the Class C Dividend, these RSUs were proportionately adjusted and now relate to one share of Class A Common Stock and two shares of Class C Capital Stock for each share of Class A Common Stock that was subject to the RSUs as of the record date.
- F6Represents restricted stock units of which 1/8th vest on the six-month anniversary of 2/17/15 and an additional 1/16th vest after each three-month period thereafter over the next three and a half years.
- F7Represents restricted stock units, of which 1/4 vest on the one-year anniversary of 2/17/15 and an additional 1/16th vest after each three-month period thereafter over the next three years.