SEC Form 4 · accession 0001225208-15-021233
ZILLOW GROUP, INC. · Z AND ZG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Peter Flint
Director
Period of report
Nov 18, 2015
Accepted (ET)
Nov 20, 2015 · 6:42 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 C Capital StockF1 | Nov 16, 2015 | G | 2,000 | $0.00 | D | 1,285,556 | D | |
| Class A Common Stock | Nov 18, 2015 | M | 22,200 | $0.00 | A | 665,978 | D | |
| Class C Capital Stock | Nov 18, 2015 | M | 44,400 | $0.00 | A | 1,329,956 | 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 UnitsF2,F3,F4 | $0.00 | Nov 18, 2015 | M | 22,200 | D | Feb 11, 2015 | — | Class A Common Stock | 22,200 | 44,400 | D |
| Restricted Stock UnitsF2,F5,F6 | $0.00 | Nov 18, 2015 | M | 44,400 | D | Nov 18, 2015 | — | Class C Capital Stock | 44,400 | 88,800 | 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.
- F2These 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.
- F3Date at which first vesting occurs is indicated. 1/6th 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 1/6th becomes exercisable each quarter thereafter until the RSU is fully vested.
- F4Unless earlier forfeited under the terms of the RSU, the RSU vests as to 1/6th of the RSUs in six substantially equal quarterly tranches, beginning February 11, 2015.
- F5Date 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.
- F6The 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.