SEC Form 4 · accession 0001225208-16-027138
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
Feb 17, 2016
Accepted (ET)
Feb 19, 2016 · 6:51 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 | Feb 17, 2016 | M | 18,500 | $0.00 | A | 65,229 | D | |
| Class A Common Stock | Feb 17, 2016 | M | 4,183 | $0.00 | A | 69,412 | D | |
| Class A Common Stock | Feb 17, 2016 | M | 664 | $0.00 | A | 70,076 | D | |
| Class A Common Stock | Feb 17, 2016 | M | 417 | $0.00 | A | 70,493 | D | |
| Class C Capital Stock | Feb 17, 2016 | M | 37,000 | $0.00 | A | 126,431 | D | |
| Class C Capital Stock | Feb 17, 2016 | M | 8,366 | $0.00 | A | 134,797 | D | |
| Class C Capital Stock | Feb 17, 2016 | M | 1,328 | $0.00 | A | 136,125 | D | |
| Class C Capital Stock | Feb 17, 2016 | M | 834 | $0.00 | A | 136,959 | D | |
| Class A Common StockF1,F2 | Feb 18, 2016 | S | 13,770 | $20.3076 | D | 56,723 | D | |
| Class C Capital StockF1,F3 | Feb 18, 2016 | S | 20,447 | $19.4859 | D | 116,512 | 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 | Feb 17, 2016 | M | 18,500 | D | Feb 11, 2015 | — | Class A Common Stock | 18,500 | 18,500 | D |
| Restricted Stock UnitsF4,F6 | $0.00 | Feb 17, 2016 | M | 4,183 | D | Feb 17, 2016 | — | Class A Common Stock | 4,183 | 12,551 | D |
| Restricted Stock UnitsF4 | $0.00 | Feb 17, 2016 | M | 417 | D | Aug 14, 2013 | Feb 15, 2017 | Class A Common Stock | 417 | 1,665 | D |
| Restricted Stock UnitsF4,F7 | $0.00 | Feb 17, 2016 | M | 664 | D | Aug 17, 2015 | — | Class A Common Stock | 664 | 7,969 | D |
| Restricted Stock UnitsF4,F6,F8 | $0.00 | Feb 17, 2016 | M | 8,366 | D | Feb 17, 2016 | — | Class C Capital Stock | 8,366 | 25,102 | D |
| Restricted Stock UnitsF4,F7,F8 | $0.00 | Feb 17, 2016 | M | 1,328 | D | Aug 17, 2015 | — | Class C Capital Stock | 1,328 | 15,938 | D |
| Restricted Stock UnitsF4,F8 | $0.00 | Feb 17, 2016 | M | 37,000 | D | Nov 18, 2015 | — | Class C Capital Stock | 37,000 | 37,000 | D |
| Restricted Stock UnitsF4 | $0.00 | Feb 17, 2016 | M | 834 | D | Nov 18, 2015 | Feb 15, 2017 | Class C Capital Stock | 834 | 3,330 | 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 $20.17 to $20.42. 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 $19.32 to $19.66. 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.
- F5Unless 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.
- F6Represents 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.
- F7Represents 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.
- F8The 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.