SEC Form 4 · accession 0001225208-17-009516
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 9, 2017
Accepted (ET)
May 11, 2017 · 6:03 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 9, 2017 | M | 36,544 | $2.9237 | A | 76,689 | D | |
| Class A Common Stock | May 9, 2017 | M | 33,505 | $26.3194 | A | 110,194 | D | |
| Class A Common Stock | May 9, 2017 | M | 10,416 | $37.9417 | A | 120,610 | D | |
| Class A Common Stock | May 9, 2017 | M | 7,440 | $30.4888 | A | 128,050 | D | |
| Class A Common Stock | May 9, 2017 | M | 6,660 | $18.3404 | A | 134,710 | D | |
| Class A Common Stock | May 9, 2017 | M | 5,312 | $37.9417 | A | 140,022 | D | |
| Class A Common StockF1 | May 9, 2017 | S | 2,483 | $43.331 | D | 137,539 | D | |
| Class A Common StockF2 | May 9, 2017 | S | 97,394 | $42.6909 | D | 40,145 | D | |
| Class C Capital Stock | May 9, 2017 | M | 73,088 | $3.3731 | A | 162,093 | D | |
| Class C Capital Stock | May 9, 2017 | M | 67,010 | $30.3652 | A | 229,103 | D | |
| Class C Capital Stock | May 9, 2017 | M | 21,249 | $22.41 | A | 250,352 | D | |
| Class C Capital Stock | May 9, 2017 | M | 14,880 | $35.1755 | A | 265,232 | D | |
| Class C Capital Stock | May 9, 2017 | M | 13,320 | $21.1597 | A | 278,552 | D | |
| Class C Capital StockF3 | May 9, 2017 | S | 2,400 | $43.2644 | D | 276,152 | D | |
| Class C Capital StockF4 | May 9, 2017 | S | 187,147 | $42.7387 | D | 89,005 | 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)F5 | $2.9237 | May 9, 2017 | M | 36,544 | D | Feb 14, 2012 | May 10, 2021 | Class A Common Stock | 36,544 | 0 | D |
| Stock Option (Right to Buy)F6 | $37.9417 | May 9, 2017 | M | 10,416 | D | Feb 17, 2016 | Feb 18, 2025 | Class A Common Stock | 10,416 | 39,584 | D |
| Stock Option (Right to Buy)F5 | $18.3404 | May 9, 2017 | M | 6,660 | D | Mar 1, 2013 | Mar 5, 2023 | Class A Common Stock | 6,660 | 0 | D |
| Stock Option (Right to Buy)F5 | $30.4888 | May 9, 2017 | M | 7,440 | D | Mar 1, 2015 | Feb 10, 2025 | Class A Common Stock | 7,440 | 5,789 | D |
| Stock Option (Right to Buy)F5 | $26.3194 | May 9, 2017 | M | 33,505 | D | Jul 1, 2014 | Jun 4, 2024 | Class A Common Stock | 33,505 | 12,445 | D |
| Stock Option (Right to Buy)F7 | $37.9417 | May 9, 2017 | M | 5,312 | D | Aug 17, 2015 | Feb 18, 2022 | Class A Common Stock | 5,312 | 5,313 | D |
| Stock Option (Right to Buy)F5 | $21.1597 | May 9, 2017 | M | 13,320 | D | Mar 1, 2013 | Mar 5, 2023 | Class C Capital Stock | 13,320 | 0 | D |
| Stock Option (Right to Buy)F5 | $35.1755 | May 9, 2017 | M | 14,880 | D | Mar 1, 2015 | Feb 10, 2025 | Class C Capital Stock | 14,880 | 11,578 | D |
| Stock Option (Right to Buy)F5 | $3.3731 | May 9, 2017 | M | 73,088 | D | Mar 1, 2015 | Feb 10, 2025 | Class C Capital Stock | 73,088 | 0 | D |
| Stock Option (Right to Buy)F8 | $22.41 | May 9, 2017 | M | 21,249 | D | May 18, 2016 | Mar 28, 2026 | Class C Capital Stock | 21,249 | 63,750 | D |
| Stock Option (Right to Buy)F5 | $30.3652 | May 9, 2017 | M | 67,010 | D | Jul 1, 2014 | Jun 4, 2024 | Class C Capital Stock | 67,010 | 24,890 | D |
Explanation of responses
- F1The reported price is a weighted average sale price. These shares were sold in mulitiple transactions at prices ranging from $43.25 to $43.36. 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 $42.24 to $43.21. 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 $43.2301 to $43.31. 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 $42.23 to $43.23. 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.
- F5Date 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.
- F6Date at which first vesting occurs is indicated. 1/16th of the total number of shares originally subject to the option becomes vested at the 1st vesting date and an additional 1/192 shall vest each month thereafter over the next 3 years; an additional 1/16th of the total number of shares originally subject to the option becomes vested on the 1-year anniversary of the 1st vesting date and an additional 1/192 becomes vested each month thereafter over the next 3 years; an additional 1/16th of the total number of shares originally subject to the option becomes vested on the 2-year anniversary of the 1st vesting date and an additional 1/192 becomes vested each month thereafter over the next 3 years; and an additional 1/16th of the total number of shares originally subject to the option becomes vested on the 3-year anniversary of the 1st vesting date and an additional 1/192 becomes vested each month thereafter over the next 3 years until the option is fully vested.
- F7Date 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 1/16th becomes vested after each three month period thereafter over the next three and a half years.
- F8Date at which first vesting occurs is indicated. 1/16th of the total number of shares subject to the option become exercisable at the first vesting date and an additional 1/16th become exercisable on each issuer quarterly vesting date occuring thereafter until the option is fully vested.