X0304 4 2012-02-17 0 0001334814 ZILLOW INC Z 0001511025 Benchmark Capital Management Co. V, L.L.C. 2480 SAND HILL ROAD, SUITE 200 MENLO PARK CA 94025 0 0 1 0 0001297648 Benchmark Capital Partners V L P 2480 SAN HILL ROAD, SUITE 200 MENLO PARK CA 94025 0 0 1 0 0001310196 BENCHMARK FOUNDERS FUND V LP 2480 SAND HILL ROAD, SUITE 200 MENLO PARK CA 94010 0 0 1 0 0001310487 Benchmark Founders Fund V-A LP 2480 SAND HILL ROAD, SUITE 200 MENLO PARK CA 94025 0 0 1 0 0001310489 Benchmark Founders Fund V-B LP 2480 SAND HILL ROAD, SUITE 200 MENLO PARK CA 94025 0 0 1 0 0001190192 BALKANSKI ALEXANDRE 2480 SAND HILL ROAD SUITE 200 MENLO PARK CA 94025 0 0 1 0 0001190211 DUNLEVIE BRUCE 2480 SAND HILL ROAD SUITE 200 MENLO PARK CA 94025 0 0 1 0 0001190213 HARVEY KEVIN 2480 SAND HILL ROAD SUITE 200 MENLO PARK CA 94025 0 0 1 0 0001183234 KAGLE ROBERT 2480 SAND HILL ROAD MENLO PARK CA 94025 0 0 1 0 0001190193 SPURLOCK STEVEN M 2480 SAND HILL ROAD SUITE 200 MENLO PARK CA 94025 0 0 1 0 Class A Common Stock 2012-02-17 4 J 0 595707 0 D 1389983 I See footnote Class A Common Stock 2012-02-17 4 J 0 72997 0 D 170327 I See footnote Class A Common Stock 2012-02-17 4 J 0 13976 0 D 32610 I See footnote Class A Common Stock 2012-02-17 4 J 0 10998 0 D 25661 I See footnote Class A Common Stock 2012-02-17 4 J 0 26334 0 A 26334 I See footnote Class A Common Stock 2012-02-17 4 J 0 4234 0 A 4234 I See footnote Class A Common Stock 2012-02-17 4 J 0 10081 0 A 10081 I See footnote Class A Common Stock 2012-02-17 4 J 0 24519 0 A 24519 I See footnote Class A Common Stock 2012-02-17 4 J 0 44682 0 A 44682 I See footnote Class A Common Stock 2012-02-17 4 J 0 28552 0 A 28552 I See footnote Class A Common Stock 2012-02-17 4 J 0 7139 0 A 7139 I See footnote Class A Common Stock 2012-02-21 4 S 0 7139 31.6379 D 0 I See footnote Class A Common Stock 2012-02-17 4 J 0 2750 0 A 2750 I See footnote Class A Common Stock 2012-02-21 4 S 0 2750 31.6664 D 0 I See footnote Class A Common Stock 2012-02-17 4 J 0 779066 0 D 1817819 I See footnote Represents a pro-rata, in-kind distribution of Class A Common Stock of the Issuer by Benchmark Capital Partners V, L.P. ("BCP V") and its affiliated funds, without consideration, to their respective partners. Shares owned directly by BCP V. Shares owned directly by Benchmark Founders' Fund V, L.P. ("BFF V"). Shares held directly by Benchmark Founders' Fund V-A, L.P. ("BFF V-A"). Shares held directly by Benchmark Founders' Fund V-B, L.P. ("BFF V-B"). Represents the receipt of shares by virtue of a pro-rata, in-kind distribution of Class A Common Stock of the Issuer by BCP and its affiliated funds, without consideration, to their respective partners. Shares owned directly by Alexandre Balkanski's family trust. Shares owned directly by a limited partnership controlled by Alexandre Balkanski. Shares owned directly by a limited liability company controlled by Bruce W. Dunlevie. Shares owned directly by Bruce W. Dunlevie's family trust. Shares owned directly by Kevin R. Harvey's family trust. Shares owned directly by Robert C. Kagle. Shares owned directly by Steven M. Spurlock's family trust. Shares owned directly by Benchmark Capital Holdings Co., L.L.C., which serves as the firm's management company and is under common control with Benchmark Capital Management Co. V, L.L.C. ("BCMC V"). BCMC V, the Designated Filer and general partner of each of BCP V, BFF V, BFF V-A and BFF V-B, may be deemed to have the sole voting power and dispositive power over 1,817,819 shares of the Issuer's Class A Common Stock. BCMC V and each of its managing members disclaim beneficial ownership of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that BCMC V or any of its managing members is the beneficial owner of these shares for purposes of Section 16 or for any other purpose. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.52 to $31.84, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote 16 to this Form 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.49 to $31.83, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote 2 to this Form 4. Alexandre Balkanski, Bruce W. Dunlevie, J. William Gurley, Kevin R. Harvey, Robert C. Kagle, Steven M. Spurlock, Peter H. Fenton and Mitchell H. Lasky are the managing members of BCMC V, which serves as the general partner to each of BCP V, BFF V, BFF V-A and BFF V-B (the "Benchmark V Funds"). Each reporting person disclaims the existence of a "group" and disclaims beneficial ownership of any securities except to the extent of such reporting person's pecuniary interest in such securities. *This report is one of three reports, each on a separate Form 4, but relating to the same transaction being filed by BCMC V, its managing members and the Benchmark V Funds.* /s/ Steven M. Spurlock, as managing member of Benchmark Capital Management Co. V, L.L.C. 2012-02-22 /s/ Steven M. Spurlock, as general partner of Benchmark Capital Partners V, L.P. 2012-02-22 /s/ Steven M. Spurlock, as general partner of Benchmark Founders' Fund V, L.P. 2012-02-22 /s/ Steven M. Spurlock, as general partner of Benchmark Founders' Fund V-A, L.P. 2012-02-22 /s/ Steven M. Spurlock, as general partner of Benchmark Founders' Fund V-B, L.P. 2012-02-22 /s/ Steven M. Spurlock, by power of attorney for Alexandre Balkanski 2012-02-22 /s/ Steven M. Spurlock, by power of attorney for Bruce W. Dunlevie 2012-02-22 /s/ Steven M. Spurlock, by power of attorney for Kevin R. Harvey 2012-02-22 /s/ Steven M. Spurlock, by power of attorney for Robert C. Kagle 2012-02-22 /s/ Steven M. Spurlock 2012-02-22