SEC Form 4 · accession 0001225208-16-041999
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
Nov 16, 2016
Accepted (ET)
Nov 18, 2016 · 5:01 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 16, 2016 | M | 1,046 | $0.00 | A | 40,988 | D | |
| Class A Common Stock | Nov 16, 2016 | M | 664 | $0.00 | A | 41,652 | D | |
| Class A Common Stock | Nov 16, 2016 | M | 416 | $0.00 | A | 42,068 | D | |
| Class C Capital Stock | Nov 16, 2016 | M | 2,092 | $0.00 | A | 77,949 | D | |
| Class C Capital Stock | Nov 16, 2016 | M | 1,328 | $0.00 | A | 79,277 | D | |
| Class C Capital Stock | Nov 16, 2016 | M | 832 | $0.00 | A | 80,109 | D | |
| Class A Common StockF1 | Nov 17, 2016 | S | 1,377 | $35.3835 | D | 40,691 | D | |
| Class C Capital StockF1,F2 | Nov 17, 2016 | S | 2,788 | $36.361 | D | 77,321 | D | |
| Class A Common StockF1 | Nov 18, 2016 | S | 905 | $35.21 | D | 39,786 | D | |
| Class C Capital StockF1 | Nov 18, 2016 | S | 1,816 | $36.154 | D | 75,505 | 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 UnitsF3 | $0.00 | Nov 16, 2016 | M | 1,046 | D | Feb 17, 2016 | — | Class A Common Stock | 1,046 | 9,413 | D |
| Restricted Stock Units | $0.00 | Nov 16, 2016 | M | 416 | D | Aug 14, 2013 | Feb 15, 2017 | Class A Common Stock | 416 | 417 | D |
| Restricted Stock UnitsF4 | $0.00 | Nov 16, 2016 | M | 664 | D | Aug 17, 2015 | — | Class A Common Stock | 664 | 5,977 | D |
| Restricted Stock UnitsF3,F5 | $0.00 | Nov 16, 2016 | M | 2,092 | D | Feb 17, 2016 | — | Class C Capital Stock | 2,092 | 18,826 | D |
| Restricted Stock UnitsF4,F5 | $0.00 | Nov 16, 2016 | M | 1,328 | D | Aug 17, 2015 | — | Class C Capital Stock | 1,328 | 11,954 | D |
| Restricted Stock Units | $0.00 | Nov 16, 2016 | M | 832 | D | Nov 18, 2015 | Feb 15, 2017 | Class C Capital Stock | 832 | 834 | 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 $36.3510 to $36.3620. 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.
- F3Represents 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.
- F4Represents 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.
- F5The 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.