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^*

Cohen Chad M

(Last)

(First)

(Middle)

C/O ZILLOW, INC.

1301 SECOND AVENUE, FL. 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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CFO & Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
01/18/2012

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	01/18/2012		M		1,170	A	$3.2448	1,745	D
Class A Common Stock	01/18/2012		M		616	A	$3.5828	2,361	D
Class A Common Stock	01/18/2012		M		524	A	$3.5152	2,885	D
Class A Common Stock	01/18/2012		M		339	A	$3.2448	3,224	D
Class A Common Stock	01/18/2012		M		221	A	$7.267	3,445	D
Class A Common Stock	01/18/2012		M		154	A	$3.8532	3,599	D
Class A Common Stock	01/18/2012		S		3,024⁽¹⁾	D	$27.0883⁽²⁾	575	D

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)
Stock Option (Right to Buy)	$3.5152	01/18/2012		M			524	02/12/2010⁽³⁾	02/12/2016	Class A Common Stock	524	$0.0000	3,414	D
Stock Option (Right to Buy)	$7.267	01/18/2012		M			221	02/27/2009⁽³⁾	02/27/2015	Class A Common Stock	221	$0.0000	1,962	D
Stock Option (Right to Buy)	$3.5828	01/18/2012		M			616	03/12/2011⁽³⁾	03/12/2017	Class A Common Stock	616	$0.0000	14,176	D
Stock Option (Right to Buy)	$3.2448	01/18/2012		M			339	08/01/2011⁽³⁾	08/17/2017	Class A Common Stock	339	$0.0000	15,933	D
Stock Option (Right to Buy)	$3.8532	01/18/2012		M			154	08/25/2010⁽³⁾	08/25/2016	Class A Common Stock	154	$0.0000	7,242	D
Stock Option (Right to Buy)	$3.2448	01/18/2012		M			1,170	11/15/2011⁽³⁾	11/15/2017	Class A Common Stock	1,170	$0.0000	26,936	D

Explanation of Responses:

1. The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 30, 2011.

2. The reported price is a weighted average sale price. These shares were sold in mulitiple transactions at prices ranging from $26.78 to $27.31. 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. Date at which first vesting occurs is indicated. 1/4th of the total number of shares originally subject to the option become exercisable at the first vesting date and an additional 1/48th become exercisable each month thereafter until the option is fully vested.

	/s/ Kathleen Philips, Attorney-in-Fact	01/20/2012
	** 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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