SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BARTON RICHARD N

(Last)

(First)

(Middle)

C/O ZILLOW, INC.

1301 SECOND AVENUE, FLOOR 31

(Street)

SEATTLE

98101

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ZILLOW INC [ Z ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
11/28/2012

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	11/28/2012		S		250⁽¹⁾	D	$26.364⁽²⁾	5,097⁽³⁾	D
Class A Common Stock	11/28/2012		S		1,500⁽¹⁾	D	$26.0157⁽⁴⁾	3,597⁽³⁾	D
Class A Common Stock	11/29/2012		C		1,750	A	$0.0000	3,597	D
Class A Common Stock	11/28/2012		S		300⁽⁵⁾	D	$25.348⁽⁶⁾	513,508	I	Barton Descendants' Trust 12/30/04

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	$0.0000	11/29/2012		C			1,750	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	1,750	$0.0000	4,229,904	D
Class B Common Stock	$0.0000	11/29/2012		J⁽⁸⁾	V		339,880	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	339,880	$0.0000	3,890,024	D
Class B Common Stock	$0.0000	11/29/2012		G⁽⁹⁾	V		336,481	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	336,481	$0.0000	339,880⁽⁹⁾	I	Barton Ventures II LLC

Explanation of Responses:

1. The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 16, 2011. The shares of Class A Common Stock sold were acquired pursuant to the conversion of the same number of shares of Class B Common Stock, all as reflected in this report.

2. The reported price is a weighted average sale price. These shares were sold in mulitiple transactions at prices ranging from $26.34 to $26.40. 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.

3. The shares of Class A Common Stock sold were acquired pursuant to the conversion of the same number of shares of Class B Common Stock, all as reflected in this report.

4. The reported price is a weighted average sale price. These shares were sold in mulitiple transactions at prices ranging from $25.32 to $26.32. 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.

5. The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Trust on November 16, 2011.

6. The reported price is a weighted average sale price. These shares were sold in mulitiple transactions at prices ranging from $25.34 to $25.38. 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.

7. Class B Common Stock is convertible into Class A Common Stock on a 1-for-1 basis (i) at the holder's election or (ii) upon the approval of holders of not less than a majority of the shares of Class B Common Stock outstanding at such time and has no expiration date.

8. Represents shares transferred by the reporting person to Barton Ventures II LLC, a limited liability company of which the reporting person is sole manager and initial sole member.

9. On November 29, 2012, the reporting person transferred 339,880 shares of Class B Common Stock to Barton Ventures II LLC (the "LLC") and on the same day gifted non-voting units of the LLC to The Richard and Sarah Barton Irrevocable Trust, U/T/A dated March 27, 2010 (the "Trust") over which gifted units the reporting person has sole dispositive power. The reporting person and the Trust are the sole members of the LLC.

	/s/ Brad Owens, Attorney-in-Fact	11/30/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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