SEC Form 4 · accession 0001225208-17-004619
ZILLOW GROUP, INC. · Z AND ZG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Spencer M Rascoff
Officer — Chief Executive Officer · Director
Period of report
Feb 22, 2017
Accepted (ET)
Feb 24, 2017 · 6:52 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 22, 2017 | M | 51,000 | $8.7016 | A | 51,000 | D | |
| Class A Common StockF1 | Feb 22, 2017 | S | 51,000 | $35.4564 | D | 0 | D | |
| Class C Capital Stock | Feb 22, 2017 | M | 103,000 | $10.0392 | A | 115,000 | D | |
| Class C Capital StockF2 | Feb 22, 2017 | S | 103,000 | $35.9264 | D | 12,000 | D | |
| Class A Common Stock | Feb 23, 2017 | M | 7,500 | $0.9811 | A | 7,500 | D | |
| Class A Common StockF3,F4 | Feb 23, 2017 | S | 7,500 | $34.716 | D | 0 | D | |
| Class C Capital Stock | Feb 23, 2017 | M | 14,900 | $1.1319 | A | 26,900 | D | |
| Class C Capital StockF3,F5 | Feb 23, 2017 | S | 14,900 | $35.2964 | D | 12,000 | D | |
| Class A Common Stock | Feb 24, 2017 | M | 7,500 | $0.9811 | A | 7,500 | D | |
| Class A Common StockF3,F6 | Feb 24, 2017 | S | 7,500 | $34.456 | D | 0 | D | |
| Class C Capital Stock | Feb 24, 2017 | M | 14,900 | $1.1319 | A | 26,900 | D | |
| Class C Capital StockF3,F7 | Feb 24, 2017 | S | 14,900 | $35.0921 | D | 12,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F8 | $8.7016 | Feb 22, 2017 | M | 51,000 | D | Dec 26, 2013 | Dec 26, 2019 | Class A Common Stock | 51,000 | 350,043 | D |
| Stock Option (Right to Buy)F8 | $10.0392 | Feb 22, 2017 | M | 103,000 | D | Dec 26, 2013 | Dec 26, 2019 | Class C Capital Stock | 103,000 | 699,086 | D |
| Stock Option (Right to Buy)F9 | $0.9811 | Feb 23, 2017 | M | 7,500 | D | Sep 15, 2011 | Sep 15, 2017 | Class A Common Stock | 7,500 | 47,650 | D |
| Stock Option (Right to Buy)F9 | $1.1319 | Feb 23, 2017 | M | 14,900 | D | Sep 15, 2011 | Sep 15, 2017 | Class C Capital Stock | 14,900 | 96,400 | D |
| Stock Option (Right to Buy)F9 | $0.9811 | Feb 24, 2017 | M | 7,500 | D | Sep 15, 2011 | Sep 15, 2017 | Class A Common Stock | 7,500 | 40,150 | D |
| Stock Option (Right to Buy)F9 | $1.1319 | Feb 24, 2017 | M | 14,900 | D | Sep 15, 2011 | Sep 15, 2017 | Class C Capital Stock | 14,900 | 81,500 | D |
Explanation of responses
- F1The reported price is a weighted average sale price. These shares were sold in mulitiple transactions at prices ranging from $35.24 to $35.74. 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.
- F2The reported price is a weighted average sale price. These shares were sold in mulitiple transactions at prices ranging from $35.79 to $36.05. 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 sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 15, 2016.
- F4The reported price is a weighted average sale price. These shares were sold in mulitiple transactions at prices ranging from $34.41 to $35.39. 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 $34.97 to $35.96. 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.
- F6The reported price is a weighted average sale price. These shares were sold in mulitiple transactions at prices ranging from $34.29 to $34.66. 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.
- F7The reported price is a weighted average sale price. These shares were sold in mulitiple transactions at prices ranging from $34.83 to $35.32. 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.
- F8Date at which first vesting occurs is indicated. 1/8th of the total number of shares originally subject to the option becomes vested at the first vesting date and an additional 1/96th each month thereafter. An additional 1/8th of the total number of the shares originally subject to the option becomes vested on the one-year anniversary of the date of the first vesting and an additional 1/96th each month thereafter until the option is fully vested.
- F9Date at which first vesting occurs is indicated. 1/4th of the total number of shares originally subject to the option become exercisable at the first vesting date and an additional 1/48th become exercisable each month thereafter until the option is fully vested.