SEC Form 4 · accession 0001225208-16-033660
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
Period of report
May 17, 2016
Accepted (ET)
May 19, 2016 · 5:43 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 | May 17, 2016 | M | 1,046 | $0.00 | A | 45,513 | D | |
| Class A Common Stock | May 17, 2016 | M | 664 | $0.00 | A | 46,177 | D | |
| Class C Capital Stock | May 17, 2016 | M | 2,092 | $0.00 | A | 86,999 | D | |
| Class C Capital Stock | May 17, 2016 | M | 1,328 | $0.00 | A | 88,327 | D | |
| Class A Common Stock | May 18, 2016 | M | 18,500 | $0.00 | A | 64,677 | D | |
| Class A Common Stock | May 18, 2016 | M | 416 | $0.00 | A | 65,093 | D | |
| Class A Common StockF1,F2 | May 18, 2016 | S | 924 | $27.6394 | D | 64,169 | D | |
| Class C Capital Stock | May 18, 2016 | M | 37,000 | $0.00 | A | 125,327 | D | |
| Class C Capital Stock | May 18, 2016 | M | 832 | $0.00 | A | 126,159 | D | |
| Class C Capital StockF1,F3 | May 18, 2016 | S | 1,841 | $27.1618 | D | 124,318 | D | |
| Class A Common StockF1,F4 | May 19, 2016 | S | 11,796 | $27.5723 | D | 52,373 | D | |
| Class C Capital StockF1,F5 | May 19, 2016 | S | 23,809 | $26.9078 | D | 100,509 | 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 UnitsF6 | $0.00 | May 17, 2016 | M | 1,046 | D | Feb 17, 2016 | — | Class A Common Stock | 1,046 | 11,505 | D |
| Restricted Stock UnitsF7 | $0.00 | May 17, 2016 | M | 664 | D | Aug 17, 2015 | — | Class A Common Stock | 664 | 7,305 | D |
| Restricted Stock UnitsF6,F8 | $0.00 | May 17, 2016 | M | 2,092 | D | Feb 17, 2016 | — | Class C Capital Stock | 2,092 | 23,010 | D |
| Restricted Stock UnitsF7,F8 | $0.00 | May 17, 2016 | M | 1,328 | D | Aug 17, 2015 | — | Class C Capital Stock | 1,328 | 14,610 | D |
| Restricted Stock UnitsF9 | $0.00 | May 18, 2016 | M | 18,500 | D | Feb 11, 2015 | — | Class A Common Stock | 18,500 | 0 | D |
| Restricted Stock Units | $0.00 | May 18, 2016 | M | 416 | D | Aug 14, 2013 | Feb 15, 2017 | Class A Common Stock | 416 | 1,249 | D |
| Restricted Stock UnitsF10 | $0.00 | May 18, 2016 | M | 37,000 | D | Nov 18, 2015 | — | Class C Capital Stock | 37,000 | 0 | D |
| Restricted Stock Units | $0.00 | May 18, 2016 | M | 832 | D | Nov 18, 2015 | Feb 15, 2017 | Class C Capital Stock | 832 | 2,498 | D |
Explanation of responses
- F1Represents shares sold to cover tax withholding due upon vesting.
- F10This RSU has vested in accordance with the vesting schedule of the related RSU for Class A shares, as adjusted, for which the Class C dividend was paid.
- F2The reported price is a weighted average sale price. These shares were sold in mulitiple transactions at prices ranging from $26.9825 to $27.68. 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 $27.2560 to $27.1601. 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 $27.29 to $28.03. 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.
- F5The reported price is a weighted average sale price. These shares were sold in mulitiple transactions at prices ranging from $26.72 to $27.115. 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.
- 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.
- F9Unless 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.