SEC Form 4 · accession 0001225208-16-027139
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
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 | 22,200 | $0.00 | A | 688,178 | D | |
| Class C Capital Stock | Feb 17, 2016 | M | 44,400 | $0.00 | A | 1,374,356 | 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 UnitsF1,F2 | $0.00 | Feb 17, 2016 | M | 22,200 | D | Feb 11, 2015 | — | Class A Common Stock | 22,200 | 22,200 | D |
| Restricted Stock UnitsF1,F3 | $0.00 | Feb 17, 2016 | M | 44,400 | D | Nov 18, 2015 | — | Class C Capital Stock | 44,400 | 44,400 | D |
Explanation of responses
- F1These 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.
- F2Unless 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.
- F3Date 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.