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*
HOAG JAY C

(Last) (First) (Middle)
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET

(Street)
PALO ALTO CA 94301

(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
Officer (give title below) X Other (specify below)
May be part of 13(g) group
3. Date of Earliest Transaction (Month/Day/Year)
07/16/2012
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Class A Common Stock 07/16/2012 J (1) 652,300 D $0 2,943,729 I TCV V, L.P. (2)
Class A Common Stock 07/16/2012 J (3) 12,666 D $0 57,162 I TCV Member Fund, L.P. (4)
Class A Common Stock 07/16/2012 J (5) 2,827 A $0 6,195 I Hoag Family Trust U/A Dtd 8/2/94 (10)
Class A Common Stock 07/16/2012 J (6) 942 A $0 1,881 I Hamilton Investments Limited Partnership (11)
Class A Common Stock 07/16/2012 J (7) 2,244 A $0 4,481 I The Richard and Kathryn Kimball Family Trust UTA dated 2/23/94 (12)
Class A Common Stock 551 I The Kimball 2021 GRAT B DTD 3/16/11 (13)
Class A Common Stock 07/16/2012 J (8) 1,307 A $0 1,307 I The Drew Family Trust dated 10/5/2004 (14)
Class A Common Stock 07/16/2012 J (9) 1,308 A $0 2,611 I The Reynolds Family Trust (15)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
HOAG JAY C

(Last) (First) (Middle)
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)
1. Name and Address of Reporting Person*
KIMBALL RICK

(Last) (First) (Middle)
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)
1. Name and Address of Reporting Person*
DREW JOHN

(Last) (First) (Middle)
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)
1. Name and Address of Reporting Person*
REYNOLDS JON Q JR

(Last) (First) (Middle)
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TECHNOLOGY CROSSOVER MANAGEMENT V LLC

(Last) (First) (Middle)
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TCV V LP

(Last) (First) (Middle)
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TCV MEMBER FUND L P

(Last) (First) (Middle)
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)
Explanation of Responses:
1. In kind pro-rata distribution from TCV V, L.P. ("TCV V") to its partners, without consideration.
2. These shares are directly held by TCV V. Each of Jay C. Hoag, Richard H. Kimball, John L. Drew, and Jon Q. Reynolds, Jr. (collectively the "TCM Members") are Class A Members of Technology Crossover Management V, L.L.C. ("TCM V"), which is the sole general partner of TCV V. The TCM Members and TCM V may be deemed to beneficially own the shares held by TCV V, but the TCM Members and TCM V disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.
3. In kind pro-rata distribution from TCV Member Fund, L.P. ("Member Fund") to its partners, without consideration.
4. These shares are directly held by Member Fund. Each of the TCM Members are (i) Class A Members of TCM V, which is a general partner of Member Fund, and (ii) limited partners of Member Fund. The TCM Members and TCM V may be deemed to beneficially own the shares held by Member Fund, but the TCM Members and TCM V disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.
5. Acquisition by The Hoag Family Trust U/A Dtd 8/2/94 pursuant to an in kind pro-rata distribution by Member Fund to its partners, without consideration.
6. Acquisition by Hamilton Investments Limited Partnership pursuant to an in kind pro-rata distribution by Member Fund to its partners, without consideration.
7. Acquisition by The Richard and Kathryn Kimball Family Trust UTA dated 2/23/94 pursuant to an in kind pro-rata distribution by Member Fund to its partners, without consideration.
8. Acquisition by The Drew Family Trust dated 10/5/2004 pursuant to an in kind pro-rata distribution by Member Fund to its partners, without consideration.
9. Acquisition by The Reynolds Family Trust pursuant to an in kind pro-rata distribution by Member Fund to its partners, without consideration.
10. Mr. Hoag is a trustee of The Hoag Family Trust U/A Dtd 8/2/94. Mr. Hoag disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
11. Mr. Hoag is the sole general partner and a limited partner of Hamilton Investments Limited Partnership. Mr. Hoag disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
12. Mr. Kimball is a trustee of The Richard and Kathryn Kimball Family Trust UTA dated 2/23/94. Mr. Kimball disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
13. Mr. Kimball is a trustee of The Kimball 2021 GRAT B DTD 3/16/11. Mr. Kimball disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
14. Mr. Drew is a trustee of The Drew Family Trust dated 10/5/2004. Mr. Drew disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
15. Mr. Reynolds is a trustee of The Reynolds Family Trust. Mr. Reynolds disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
Remarks:
Frederic D. Fenton, Authorized signatory for Jay C. Hoag 07/18/2012
Frederic D. Fenton, Authorized signatory for Richard H. Kimball 07/18/2012
Frederic D. Fenton, Authorized signatory for John L. Drew 07/18/2012
Frederic D. Fenton, Authorized signatory for Jon Q. Reynolds, Jr. 07/18/2012
Frederic D. Fenton, Authorized signatory for Technology Crossover Management V, L.L.C. 07/18/2012
Frederic D. Fenton, Authorized signatory for TCV V, L.P. 07/18/2012
Frederic D. Fenton, Authorized signatory for TCV Member Fund, L.P. 07/18/2012
** 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).
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