SC 13G 1 v302518_sc13g.htm SCHEDULE 13G

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13G

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

 

(Amendment No. __ )*

Zillow, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

98954A107

(CUSIP Number)

December 31, 2011

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

oRule 13d-1(b)
oRule 13d-1(c)
xRule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following pages)

Page 1 of 19 Pages

Exhibit Index Contained on Page 17

 
 

 

CUSIP NO. 98954A107               13 G Page 2 of 19

 

1 NAME OF REPORTING PERSON               Benchmark Capital Partners V, L.P. (“BCP V”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)            o             (b)             x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
5 SOLE VOTING POWER
1,985,690 shares, except that Benchmark Capital Management Co. V, L.L.C. (“BCMC V”), the general partner of BCP V, may be deemed to have sole power to vote these shares, and Alexandre Balkanski (“Balkanski”), Bruce W. Dunlevie (“Dunlevie”), Peter Fenton (“Fenton”), J. William Gurley (“Gurley”), Kevin R. Harvey (“Harvey”), Robert C. Kagle (“Kagle”) and Steven M. Spurlock (“Spurlock”), the members of BCMC V, may be deemed to have shared power to vote these shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
1,985,690 shares, except that BCMC V, the general partner of BCP V, may be deemed to have sole power to dispose of these shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle and Spurlock, the members of BCMC V, may be deemed to have shared power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON

 

1,985,690

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

 

o

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

7.2%

12 TYPE OF REPORTING PERSON

 

PN

         
 
 

 

CUSIP NO. 98954A107               13 G Page 3 of 19

 

1 NAME OF REPORTING PERSON               Benchmark Founders’ Fund V, L.P. (“BFF V”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)            o             (b)             x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
5 SOLE VOTING POWER
243,324 shares, except that BCMC V, the general partner of BFF V, may be deemed to have sole power to vote these shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle and Spurlock, the members of BCMC V, may be deemed to have shared power to vote these shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
243,324 shares, except that BCMC V, the general partner of BFF V, may be deemed to have sole power to vote these shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle and Spurlock, the members of BCMC V, may be deemed to have shared power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON

 

243,324

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

 

o

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0.9%

12 TYPE OF REPORTING PERSON

 

PN

         
 
 

 

CUSIP NO. 98954A107               13 G Page 4 of 19

 

1 NAME OF REPORTING PERSON               Benchmark Founders’ Fund V-A, L.P. (“BFF V-A”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)            o             (b)             x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
5 SOLE VOTING POWER
46,586 shares, except that BCMC V, the general partner of BFF V-A, may be deemed to have sole power to vote these shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle and Spurlock, the members of BCMC V, may be deemed to have shared power to vote these shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
46,586 shares, except that BCMC V, the general partner of BFF V-A, may be deemed to have sole power to vote these shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle and Spurlock, the members of BCMC V, may be deemed to have shared power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON

 

46,586

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

 

o

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0.2%

12 TYPE OF REPORTING PERSON

 

PN

         
 
 

 

CUSIP NO. 98954A107               13 G Page 5 of 19

 

1 NAME OF REPORTING PERSON               Benchmark Founders’ Fund V-B, L.P. (“BFF V-B”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)            o             (b)             x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
5 SOLE VOTING POWER
36,359 shares, except that BCMC V, the general partner of BFF V-B, may be deemed to have sole power to vote these shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle and Spurlock, the members of BCMC V, may be deemed to have shared power to vote these shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
36,359 shares, except that BCMC V, the general partner of BFF V-B, may be deemed to have sole power to dispose of these shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle and Spurlock, the members of BCMC V, may be deemed to have shared power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON

 

36,359

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

 

o

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0.1%

12 TYPE OF REPORTING PERSON

 

PN

         
 
 

 

CUSIP NO. 98954A107               13 G Page 6 of 19

 

1 NAME OF REPORTING PERSON               Benchmark Capital Management Co. V, L.L.C.
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)            o             (b)             x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
5 SOLE VOTING POWER
2,438,944 shares, of which 1,985,690 are directly owned by BCP V, 243,324 are directly owned by BFF V, 46,586 are directly owned by BFF V-A, 36,659 shares are directly owned by BFF V-B, and 126,685 are held in nominee form for the benefit of persons not affiliated with BCMC V.  BCMC V, the general partner of BCP V, BFF V, BFF V-A, BFF V-B and BMF V, may be deemed to have sole power to vote these shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle and Spurlock, the members of BCMC V, may be deemed to have shared power to vote these shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
2,438,944 shares, of which 1,985,690 are directly owned by BCP V, 243,324 are directly owned by BFF V, 46,586 are directly owned by BFF V-A, 36,659 shares are directly owned by BFF V-B, and 126,685 are held in nominee form for the benefit of persons not affiliated with BCMC V.  BCMC V, the general partner of BCP V, BFF V, BFF V-A, BFF V-B and BMF V, may be deemed to have sole power to vote these shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle and Spurlock, the members of BCMC V, may be deemed to have shared power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON

 

2,438,944

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

 

o

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

8.8%

12 TYPE OF REPORTING PERSON

 

OO

         

 

 
 

 

CUSIP NO. 98954A107               13 G Page 7 of 19

 

1 NAME OF REPORTING PERSON      Alexandre Balkanski
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)            o             (b)             x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
             U.S. Citizen
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
5 SOLE VOTING POWER
20,162 shares, all of which are directly owned by a trust, and Balkanski, as trustee of the trust, may be deemed to have sole power to vote these shares.
  6 SHARED VOTING POWER
2,438,944 shares, of which 1,985,690 are directly owned by BCP V, 243,324 are directly owned by BFF V, 46,586 are directly owned by BFF V-A, 36,659 shares are directly owned by BFF V-B, and 126,685 are held in nominee form for the benefit of persons not affiliated with BCMC V.  BCMC V is the general partner of BCP V, BFF V, BFF V-A, and BFF V-B, and Balkanski, a member of BCMC V, may be deemed to have shared power to vote these shares.
  7 SOLE DISPOSITIVE POWER
20,162 shares, all of which are directly owned by a trust, and Balkanski, as trustee of the trust, may be deemed to have sole power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
2,438,944 shares, of which 1,985,690 are directly owned by BCP V, 243,324 are directly owned by BFF V, 46,586 are directly owned by BFF V-A, 36,659 shares are directly owned by BFF V-B, and 126,685 are held in nominee form for the benefit of persons not affiliated with BCMC V.  BCMC V is the general partner of BCP V, BFF V, BFF V-A, and BFF V-B, and Balkanski, a member of BCMC V, may be deemed to have shared power to have shared power to dispose of these shares.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON

 

2,459,106

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

 

o

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

8.9%

12 TYPE OF REPORTING PERSON IN
         

 

 

 
 

 

CUSIP NO. 98954A107               13 G Page 8 of 19

 

1 NAME OF REPORTING PERSON      Bruce W. Dunlevie
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)            o             (b)             x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
5 SOLE VOTING POWER
33,604 shares, all of which are directly owned by a trust, and Dunlevie, as trustee of the trust, may be deemed to have sole power to vote these shares.
  6 SHARED VOTING POWER
2,438,944 shares, of which 1,985,690 are directly owned by BCP V, 243,324 are directly owned by BFF V, 46,586 are directly owned by BFF V-A, 36,659 shares are directly owned by BFF V-B, and 126,685 are held in nominee form for the benefit of persons not affiliated with BCMC V.  BCMC V is the general partner of BCP V, BFF V, BFF V-A, and BFF V-B, and Dunlevie, a member of BCMC V, may be deemed to have shared power to vote these shares.
  7 SOLE DISPOSITIVE POWER
33,604 shares, all of which are directly owned by a trust, and Dunlevie, as trustee of the trust, may be deemed to have sole power to dispose of  these shares.
  8 SHARED DISPOSITIVE POWER
2,438,944 shares, of which 1,985,690 are directly owned by BCP V, 243,324 are directly owned by BFF V, 46,586 are directly owned by BFF V-A, 36,659 shares are directly owned by BFF V-B, and 126,685 are held in nominee form for the benefit of persons not affiliated with BCMC V.  BCMC V is the general partner of BCP V, BFF V, BFF V-A, and BFF V-B, and Dunlevie, a member of BCMC V, may be deemed to have shared power to dispose of these shares.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON

 

2,472,548

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

 

o

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

9.0%

12 TYPE OF REPORTING PERSON

 

IN

         

 

 
 

 

CUSIP NO. 98954A107               13 G Page 9 of 19

 

1 NAME OF REPORTING PERSON      Peter Fenton
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)            o             (b)             x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
5 SOLE VOTING POWER
6,721 shares, all of which are directly owned by a trust, and Fenton, as trustee of the trust, may be deemed to have sole power to vote these shares.
  6 SHARED VOTING POWER
2,438,944 shares, of which 1,985,690 are directly owned by BCP V, 243,324 are directly owned by BFF V, 46,586 are directly owned by BFF V-A, 36,659 shares are directly owned by BFF V-B, and 126,685 are held in nominee form for the benefit of persons not affiliated with BCMC V.  BCMC V is the general partner of BCP V, BFF V, BFF V-A, and BFF V-B, and Fenton, a member of BCMC V, may be deemed to have shared power to vote these shares.
  7 SOLE DISPOSITIVE POWER
6,721 shares, all of which are directly owned by a trust, and Fenton, as trustee of the trust, may be deemed to have sole power to dispose of  these shares.
  8 SHARED DISPOSITIVE POWER
2,438,944 shares, of which 1,985,690 are directly owned by BCP V, 243,324 are directly owned by BFF V, 46,586 are directly owned by BFF V-A, 36,659 shares are directly owned by BFF V-B, and 126,685 are held in nominee form for the benefit of persons not affiliated with BCMC V.  BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Fenton, a member of BCMC V, may be deemed to have shared power to dispose of these shares.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON

 

2,445,665

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

 

o

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

8.9%

12 TYPE OF REPORTING PERSON

 

IN

         
 
 

 

CUSIP NO. 98954A107               13 G Page 10 of 19

 

1 NAME OF REPORTING PERSON      J. William Gurley
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)            o             (b)             x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
5 SOLE VOTING POWER
17,879 shares (including 3,328 options), of which 1,210 shares are held by a family partnership.
  6 SHARED VOTING POWER
2,438,944 shares, of which 1,985,690 are directly owned by BCP V, 243,324 are directly owned by BFF V, 46,586 are directly owned by BFF V-A, 36,659 shares are directly owned by BFF V-B, and 126,685 are held in nominee form for the benefit of persons not affiliated with BCMC V.  BCMC V is the general partner of BCP V, BFF V, BFF V-A, and BFF V-B, and Gurley, a member of BCMC V, may be deemed to have shared power to vote these shares.
  7 SOLE DISPOSITIVE POWER
17,879 shares (including 3,328 options), of which 1,210 shares are held by a family partnership.
  8 SHARED DISPOSITIVE POWER
2,438,944 shares, of which 1,985,690 are directly owned by BCP V, 243,324 are directly owned by BFF V, 46,586 are directly owned by BFF V-A, 36,659 shares are directly owned by BFF V-B, and 126,685 are held in nominee form for the benefit of persons not affiliated with BCMC V.  BCMC V is the general partner of BCP V, BFF V, BFF V-A, and BFF V-B, and Gurley, a member of BCMC V, may be deemed to have shared power to dispose of these shares.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON

 

2,456,823

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

 

o

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

8.9%

12 TYPE OF REPORTING PERSON

 

IN

         
 
 

 

CUSIP NO. 98954A107               13 G Page 11 of 19

 

1 NAME OF REPORTING PERSON      Kevin R. Harvey 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)            o             (b)             x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
5 SOLE VOTING POWER
67,209 shares, all of which are directly owned by a trust, and Harvey, as trustee of the trust, may be deemed to have sole power to vote these shares.
  6 SHARED VOTING POWER
2,438,944 shares, of which 1,985,690 are directly owned by BCP V, 243,324 are directly owned by BFF V, 46,586 are directly owned by BFF V-A, 36,659 shares are directly owned by BFF V-B, and 126,685 are held in nominee form for the benefit of persons not affiliated with BCMC V.  BCMC V is the general partner of BCP V, BFF V, BFF V-A, and BFF V-B, and Harvey, a member of BCMC V, may be deemed to have shared power to vote these shares.
  7 SOLE DISPOSITIVE POWER
67,209 shares, all of which are directly owned by a trust, and Harvey, as trustee of the trust, may be deemed to have sole power to dispose of  these shares.
  8 SHARED DISPOSITIVE POWER
2,438,944 shares, of which 1,985,690 are directly owned by BCP V, 243,324 are directly owned by BFF V, 46,586 are directly owned by BFF V-A, 36,659 shares are directly owned by BFF V-B, and 126,685 are held in nominee form for the benefit of persons not affiliated with BCMC V.  BCMC V is the general partner of BCP V, BFF V, BFF V-A, and BFF V-B, and Harvey, a member of BCMC V, may be deemed to have shared power to dispose of these shares.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON

 

2,506,153

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

 

o

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

9.1%

12 TYPE OF REPORTING PERSON

 

IN

         

 

 
 

 

 

CUSIP NO. 98954A107               13 G Page 12 of 19

 

1 NAME OF REPORTING PERSON      Robert C. Kagle
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)            o             (b)             x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
5 SOLE VOTING POWER
13,442 shares, all of which are directly owned by several trusts, and Kagle, as trustee of the trusts, may be deemed to have sole power to vote these shares.
  6 SHARED VOTING POWER
2,438,944 shares, of which 1,985,690 are directly owned by BCP V, 243,324 are directly owned by BFF V, 46,586 are directly owned by BFF V-A, 36,659 shares are directly owned by BFF V-B, and 126,685 are held in nominee form for the benefit of persons not affiliated with BCMC V.  BCMC V is the general partner of BCP V, BFF V, BFF V-A, and BFF V-B, and Kagle, a member of BCMC V, may be deemed to have shared power to vote these shares.
  7 SOLE DISPOSITIVE POWER
13,442 shares, all of which are directly owned by several trusts, and Kagle, as trustee of the trusts, may be deemed to have sole power to dispose of  these shares.
  8 SHARED DISPOSITIVE POWER
2,438,944 shares, of which 1,985,690 are directly owned by BCP V, 243,324 are directly owned by BFF V, 46,586 are directly owned by BFF V-A, 36,659 shares are directly owned by BFF V-B, and 126,685 are held in nominee form for the benefit of persons not affiliated with BCMC V.  BCMC V is the general partner of BCP V, BFF V, BFF V-A, and BFF V-B, and Kagle, a member of BCMC V, may be deemed to have shared power to dispose of these shares.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON

 

2,452,386

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

 

o

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

8.9%

12 TYPE OF REPORTING PERSON

 

IN

         
 
 

 

CUSIP NO. 98954A107               13 G Page 13 of 19

 

1 NAME OF REPORTING PERSON      Steven M. Spurlock
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)            o             (b)             x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
5 SOLE VOTING POWER
3,360 shares, all of which are directly owned by a trust, and Spurlock, as trustee of the trust, may be deemed to have sole power to vote these shares.
  6 SHARED VOTING POWER
2,438,944 shares, of which 1,985,690 are directly owned by BCP V, 243,324 are directly owned by BFF V, 46,586 are directly owned by BFF V-A, 36,659 shares are directly owned by BFF V-B, and 126,685 are held in nominee form for the benefit of persons not affiliated with BCMC V.  BCMC V is the general partner of BCP V, BFF V, BFF V-A, and BFF V-B, and Spurlock, a member of BCMC V, may be deemed to have shared power to vote these shares.
  7 SOLE DISPOSITIVE POWER
3,360 shares, all of which are directly owned by a trust, and Spurlock, as trustee of the trust, may be deemed to have sole power to dispose of  these shares.
  8 SHARED DISPOSITIVE POWER
2,438,944 shares, of which 1,985,690 are directly owned by BCP V, 243,324 are directly owned by BFF V, 46,586 are directly owned by BFF V-A, 36,659 shares are directly owned by BFF V-B, and 126,685 are held in nominee form for the benefit of persons not affiliated with BCMC V.  BCMC V is the general partner of BCP V, BFF V, BFF V-A, and BFF V-B, and Spurlock, a member of BCMC V, may be deemed to have shared power to dispose of these shares.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON

 

2,442,304

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

 

o

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

8.9%

12 TYPE OF REPORTING PERSON

 

IN

         

 

 
 

 

 

CUSIP NO. 98954A107               13 G Page 14 of 19

 

ITEM 1(A).NAME OF ISSUER
Zillow, Inc.
ITEM 1(B).ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
1301 Second Avenue
Floor 31
Seattle, WA 98101

 

 

ITEM 2(A).NAME OF PERSONS FILING

This Statement is filed by Benchmark Capital Partners V, L.P., a Delaware limited partnership (“BCP V”), Benchmark Founders’ Fund V, L.P., a Delaware limited partnership (“BFF V”), Benchmark Founders’ Fund V-A, L.P., a Delaware limited partnership (“BFF V-A”), Benchmark Founders’ Fund V-B, L.P., a Delaware limited partnership (“BFF V-B”), Benchmark Capital Management Co. V, L.L.C., a Delaware limited liability company (“BCMC V”), and Alexandre Balkanski (“Balkanski”), Bruce W. Dunlevie (“Dunlevie”), Peter Fenton (“Fenton”), J. William Gurley (“Gurley”), Kevin R. Harvey (“Harvey”), Robert C. Kagle (“Kagle”) and Steven M. Spurlock (“Spurlock”). The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”
BCMC V, the general partner of BCP V, BFF V, BFF V-A and BFF V-B, may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by BCP V, BFF V, BFF V-A and BFF V-B. Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle and Spurlock are members of BCMC V and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by BCP V, BFF V, BFF V-A and BFF V-B.
ITEM 2(B).ADDRESS OF PRINCIPAL BUSINESS OFFICE

The address for each reporting person is:

Benchmark Capital

2480 Sand Hill Road, Suite 200

Menlo Park, California 94025

 

ITEM 2(C).CITIZENSHIP

 

BCP V, BFF V, BFF V-A and BFF V-B are Delaware limited partnerships. BCMC V is a Delaware limited liability company. Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle and Spurlock are United States Citizens.

 

ITEM 2(D) and (E).TITLE OF CLASS OF SECURITIES AND CUSIP NUMBER

 

Common Stock
CUSIP # 98954A107

 

ITEM 3.Not Applicable.

 

ITEM 4.OWNERSHIP
   
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
 

 

CUSIP NO. 98954A107               13 G Page 15 of 19

 

(a)Amount beneficially owned:

See Row 9 of cover page for each Reporting Person.
(b)Percent of Class:

See Row 11 of cover page for each Reporting Person.
(c)Number of shares as to which such person has:
(i)Sole power to vote or to direct the vote:

See Row 5 of cover page for each Reporting Person.
(ii)Shared power to vote or to direct the vote:

See Row 6 of cover page for each Reporting Person.

(iii)Sole power to dispose or to direct the disposition of:

See Row 7 of cover page for each Reporting Person.

(iv)Shared power to dispose or to direct the disposition of:

See Row 8 of cover page for each Reporting Person.
ITEM 5.OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

 

Not applicable.

 

ITEM 6.OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

 

Under certain circumstances set forth in the limited partnership agreements of BCP V, BFF V, BFF V-A and BFF V-B, and the limited liability company agreement of BCMC V, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a partner or member, as the case may be.

 

ITEM 7.IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

 

Not applicable.

 

ITEM 8.IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

 

Not applicable.

 

ITEM 9.NOTICE OF DISSOLUTION OF GROUP

 

Not applicable.

 

ITEM 10.CERTIFICATION

 

Not applicable.

 

 

 

 
 
CUSIP NO. 98954A107               13 G Page 16 of 19

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: February 14, 2012

 

  BENCHMARK CAPITAL PARTNERS V, L.P., a Delaware Limited Partnership
   
  BENCHMARK FOUNDERS’ FUND V, L.P., a Delaware Limited Partnership
   
  BENCHMARK FOUNDERS’ FUND V-A, L.P., a Delaware Limited Partnership
   
  BENCHMARK FOUNDERS’ FUND V-B, L.P., a Delaware Limited Partnership
   
  BENCHMARK CAPITAL MANAGEMENT CO. V, L.L.C.,
a Delaware Limited Liability Company
     
     
  By: /s/ Steven M. Spurlock
    Steven M. Spurlock 
    Managing Member
     
     
  ALEXANDRE BALKANSKI
  BRUCE W. DUNLEVIE
  PETER FENTON
  J. WILLIAM GURLEY
  KEVIN R. HARVEY
  ROBERT C. KAGLE
  STEVEN M. SPURLOCK
     
     
  By: /s/ Steven M. Spurlock
    Steven M. Spurlock
    Attorney-in-Fact*
 

 

 

*Signed pursuant to a Power of Attorney already on file with the appropriate agencies.

 
 
CUSIP NO. 98954A107              13 G Page 17 of 19

 

EXHIBIT INDEX

  Found on Sequentially
Exhibit Numbered Page
   
Exhibit A:  Agreement of Joint Filing 18
   

 

 
 

 

CUSIP NO. 98954A107               13 G Page 18 of 19

 

exhibit A

Agreement of Joint Filing

 

The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of Zillow, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.

Date: February 14, 2012

 

 

Benchmark Capital Partners V, L.P. /s/ Steven M. Spurlock
Benchmark Capital Management Co. V, L.L.C. Signature
Its General Partner  
  Steven M. Spurlock
  Managing Member
   
   
Benchmark Founders’ Fund V, L.P. /s/ Steven M. Spurlock
Benchmark Capital Management Co. V, L.L.C. Signature
Its General Partner  
  Steven M. Spurlock
  Managing Member
   
   
Benchmark Founders’ Fund V-A, L.P. /s/ Steven M. Spurlock
Benchmark Capital Management Co. V, L.L.C. Signature
Its General Partner  
  Steven M. Spurlock
  Managing Member
   
   
Benchmark Founders’ Fund V-B, L.P. /s/ Steven M. Spurlock
Benchmark Capital Management Co. V, L.L.C. Signature
Its General Partner  
  Steven M. Spurlock
  Managing Member
   
   
Alexandre Balkanski /s/ Steven M. Spurlock
  Steven M. Spurlock
  Attorney-In-Fact
   
   
Bruce W. Dunlevie /s/ Steven M. Spurlock
  Steven M. Spurlock
  Attorney-In-Fact
   
   
Peter Fenton /s/ Steven M. Spurlock
  Steven M. Spurlock
  Attorney-In-Fact

 

 
 

CUSIP NO. 98954A107               13 G Page 19 of 19

 

J. William Gurley /s/ Steven M. Spurlock
  Steven M. Spurlock
  Attorney-In-Fact
   
   
Kevin R. Harvey /s/ Steven M. Spurlock
  Steven M. Spurlock
  Attorney-In-Fact
   
   
Robert C. Kagle /s/ Steven M. Spurlock
  Steven M. Spurlock
  Attorney-In-Fact
   
   
Steven M. Spurlock /s/ Steven M. Spurlock
  Steven M. Spurlock