SEC Form 4 · accession 0001225208-15-021130
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
Nov 17, 2015
Accepted (ET)
Nov 19, 2015 · 9:36 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 Stock | Nov 17, 2015 | M | 664 | $0.00 | A | 49,338 | D | |
| Class C Capital Stock | Nov 17, 2015 | M | 1,328 | $0.00 | A | 98,649 | D | |
| Class A Common Stock | Nov 18, 2015 | M | 18,499 | $0.00 | A | 67,837 | D | |
| Class A Common Stock | Nov 18, 2015 | M | 416 | $0.00 | A | 68,253 | D | |
| Class A Common StockF1 | Nov 18, 2015 | S | 347 | $26.416 | D | 67,906 | D | |
| Class C Capital Stock | Nov 18, 2015 | M | 36,998 | $0.00 | A | 135,647 | D | |
| Class C Capital Stock | Nov 18, 2015 | M | 832 | $0.00 | A | 136,479 | D | |
| Class C Capital Stock | Nov 18, 2015 | S | 694 | $25.055 | D | 135,785 | D | |
| Class C Capital Stock | Nov 18, 2015 | G | 4,000 | $0.00 | D | 131,785 | D | |
| Class A Common StockF2 | Nov 19, 2015 | S | 11,225 | $26.4702 | D | 56,681 | D | |
| Class C Capital StockF3 | Nov 19, 2015 | S | 22,296 | $25.1422 | D | 109,489 | 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 UnitsF4,F5 | $0.00 | Nov 17, 2015 | M | 664 | D | Aug 17, 2015 | — | Class A Common Stock | 664 | 8,633 | D |
| Restricted Stock UnitsF4,F6,F7 | $0.00 | Nov 17, 2015 | M | 1,328 | D | Aug 17, 2015 | — | Class C Capital Stock | 1,328 | 17,266 | D |
| Restricted Stock UnitsF4,F8 | $0.00 | Nov 18, 2015 | M | 18,499 | D | Feb 11, 2015 | — | Class A Common Stock | 18,499 | 37,000 | D |
| Restricted Stock UnitsF4,F9 | $0.00 | Nov 18, 2015 | M | 416 | D | Aug 14, 2013 | Feb 15, 2017 | Class A Common Stock | 416 | 2,082 | D |
| Restricted Stock UnitsF4,F6,F7 | $0.00 | Nov 18, 2015 | M | 36,998 | D | Nov 18, 2015 | — | Class C Capital Stock | 36,998 | 74,000 | D |
| Restricted Stock UnitsF4,F6,F7 | $0.00 | Nov 18, 2015 | M | 832 | D | Nov 18, 2015 | Feb 15, 2017 | Class C Capital Stock | 832 | 4,164 | D |
Explanation of responses
- F1Represents shares sold to cover tax withholding due upon vesting.
- F2The reported price is a weighted average sale price. These shares were sold in mulitiple transactions at prices ranging from $26.3236 to $26.6350. 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.
- F3The reported price is a weighted average sale price. These shares were sold in mulitiple transactions at prices ranging from $25.06 to $25.37. 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.
- F4These 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.
- F5Represents 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.
- F6Date at which first vesting occurs is indicated. The remainder of the unvested RSU will vest in accordance with the vesting schedule of the related RSU for Class A shares, as adjusted, for which the Class C dividend was paid.
- F7The remainder of the unvested RSU will vest in accordance with the vesting schedule of the related RSU for Class A shares, as adjusted, for which the Class C dividend was paid.
- F8Unless earlier forfeited under the terms of the RSU, the original grant for 92,500 vests as to 1/6th of the RSU in six substantially equal quarterly tranches, beginning on February 11, 2015.
- F9Date at which first vesting occurs is indicated. 1/8th of the total number of shares originally subject to the grant of RSUs becomes exercisable at the first vesting date and an additional 1/16th becomes exercisable each quarter thereafter until the RSU is fully vested.