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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) | $ 31.02 | 02/17/2015 | D(1) | 9,001 | 03/01/2012(2) | 03/01/2019 | Class A Common Stock | 9,001 | $ 0 | 0 | D | ||||
Stock Option (right to buy) | $ 45.59 | 02/17/2015 | D(1) | 6,138 | 03/01/2013(2) | 03/01/2020 | Class A Common Stock | 6,138 | $ 0 | 0 | D | ||||
Stock Option (right to buy) | $ 82.74 | 02/17/2015 | D(1) | 4,602 | 03/01/2014(2) | 03/03/2021 | Class A Common Stock | 4,602 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
BLACHFORD ERIK C C/O ZILLOW, INC., 1301 SECOND AVENUE, FLOOR 31 SEATTLE, WA 98101 |
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/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, Inc. ("Issuer") were disposed of pursuant to the transactions contemplated by the Agreement and Plan of Merger among Issuer, Zillow Group, Inc., f/k/a Zebra Holdco, Inc. ("HoldCo"), and Trulia, Inc., dated as of July 28, 2014 (the "Merger Agreement"). Upon closing of the transactions contemplated by the Merger Agreement (the "Effective Time"), Issuer became a wholly owned subsidiary of HoldCo, and each share of Class A Common Stock of Issuer was converted into one share of Class A Common Stock of HoldCo. Derivative securities relating to the Class A Common Stock of Issuer were assumed by HoldCo and converted into derivative securities relating to an equal number of shares of Class A Common Stock of HoldCo 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) | Option is fully vested and exercisable on date of grant. |