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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (right to buy) | $ 9.67 | 02/17/2015 | A(1) | 46,456 | 02/14/2012(2) | 05/10/2021 | Class A Common Stock | 46,456 | $ 0 | 46,456 | D | ||||
| Stock Option (right to buy) | $ 60.66 | 02/17/2015 | A(1) | 6,660 | 03/01/2013(3) | 03/05/2023 | Class A Common Stock | 6,660 | $ 0 | 6,660 | D | ||||
| Stock Option (right to buy) | $ 87.05 | 02/17/2015 | A(1) | 45,950 | 07/01/2014(3) | 06/04/2024 | Class A Common Stock | 45,950 | $ 0 | 45,950 | D | ||||
| Stock Option (right to buy) | $ 100.84 | 02/17/2015 | A(1) | 13,229 | 03/01/2015(3) | 02/10/2025 | Class A Common Stock | 13,229 | $ 0 | 13,229 | D | ||||
| Restricted Stock Units | $ 0 | 02/17/2015 | A(1) | 3,330 | 08/14/2013(4) | 02/15/2017 | Class A Common Stock | 3,330 | $ 0 | 3,330 | D | ||||
| Restricted Stock Units | $ 0 | 02/17/2015 | A(1) | 92,500 | 02/11/2015(5) | (6) | Class A Common Stock | 92,500 | $ 0 | 92,500 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Levine Paul M. C/O ZILLOW GROUP, INC., 1301 SECOND AVENUE, FLOOR 31 SEATTLE, WA 98101 |
See Remarks | |||
| /s/ Brad Owens, Attorney-in-Fact | 02/17/2015 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Class A Common Stock and derivative securities of Zillow Group, Inc., f/k/a Zebra Holdco, Inc. (the "Issuer"), were acquired pursuant to the transactions contemplated by the Agreement and Plan of Merger among Zillow, Inc. ("Zillow"), the Issuer, and Trulia, Inc. ("Trulia"), dated as of July 28, 2014 (the "Merger Agreement"). Upon closing of the transactions contemplated by the Merger Agreement (the "Effective Time"), Trulia became a wholly owned subsidiary of the Issuer, and each share of Common Stock of Trulia was converted into 0.444 shares of Class A Common Stock of the Issuer. Derivative securities relating to the Common Stock of Trulia were assumed by the Issuer and converted into derivative securities relating to 0.444 shares of Class A Common Stock of the Issuer for each share of Trulia Common Stock on otherwise the same terms and conditions (including the vesting schedule and exercise price) that applied to such derivative securities immediately prior to the Effective Time. |
| (2) | Date at which first vesting occurs is indicated. 1/4th of the total number of shares originally subject to the option becomes exercisable at the first vesting date and an additional 1/16th becomes exercisable each month thereafter until the option is fully vested. |
| (3) | Date at which first vesting occurs is indicated. 1/48th of the total number of shares originally subject to the option becomes exercisable at the first vesting date and an additional 1/48th becomes exercisable each month thereafter until the option is fully vested. |
| (4) | Date at which first vesting occurs is indicated. 1/8th of the total number of shares originally subject to the grant of Restricted Stock Units ("RSU") becomes exercisable at the first vesting date and an additional 1/16th becomes exercisable each quarter thereafter until the RSU is fully vested. |
| (5) | Date at which first vesting occurs is indicated. 1/6th of the total number of shares originally subject to the grant of RSUs becomes exercisable at the first vesting date and an additional 1/6th becomes exercisable each quarter thereafter until the RSU is fully vested. |
| (6) | Unless earlier forfeited under the terms of the RSU, each performance-based RSU vests as to 1/6th of the RSUs in six substantially equal quarterly tranches, beginning on February 11, 2015. |
| Remarks: President of Trulia, Inc. (subsidiary of Z) | |