0001209191-15-015001.txt : 20150219
0001209191-15-015001.hdr.sgml : 20150216
20150217214845
ACCESSION NUMBER: 0001209191-15-015001
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20150217
FILED AS OF DATE: 20150217
DATE AS OF CHANGE: 20150217
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: ZILLOW GROUP, INC.
CENTRAL INDEX KEY: 0001617640
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389]
IRS NUMBER: 471645716
STATE OF INCORPORATION: WA
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1301 SECOND AVENUE, FLOOR 31
CITY: SEATTLE
STATE: WA
ZIP: 98101
BUSINESS PHONE: (206) 470-7000
MAIL ADDRESS:
STREET 1: 1301 SECOND AVENUE, FLOOR 31
CITY: SEATTLE
STATE: WA
ZIP: 98101
FORMER COMPANY:
FORMER CONFORMED NAME: Zebra Holdco Inc.
DATE OF NAME CHANGE: 20140822
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Bohutinsky Amy
CENTRAL INDEX KEY: 0001524315
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36853
FILM NUMBER: 15626020
MAIL ADDRESS:
STREET 1: C/O ZILLOW, INC.
STREET 2: 999 THIRD AVENUE, SUITE 4600
CITY: SEATTLE
STATE: WA
ZIP: 98104
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2015-02-17
0
0001617640
ZILLOW GROUP, INC.
Z
0001524315
Bohutinsky Amy
C/O ZILLOW GROUP, INC.,
1301 SECOND AVENUE, FLOOR 31
SEATTLE
WA
98101
0
1
0
0
Chief Marketing Officer
Stock Option (right to buy)
3.5152
2015-02-17
4
A
0
2664
0.00
A
2010-02-12
2016-02-12
Class A Common Stock
2664
2664
D
Stock Option (right to buy)
3.887
2015-02-17
4
A
0
3619
0.00
A
2012-03-01
2018-03-01
Class A Common Stock
3619
3619
D
Stock Option (right to buy)
30.46
2015-02-17
4
A
0
18000
0.00
A
2013-03-01
2019-02-02
Class A Common Stock
18000
18000
D
Stock Option (right to buy)
36.36
2015-02-17
4
A
0
43000
0.00
A
2014-02-01
2020-01-24
Class A Common Stock
43000
43000
D
Stock Option (right to buy)
82.05
2015-02-17
4
A
0
27783
0.00
A
2015-02-01
2021-01-02
Class A Common Stock
27783
27783
D
Stock Option (right to buy)
101.715
2015-02-17
4
A
0
30000
0.00
A
2016-01-01
2022-01-07
Class A Common Stock
30000
30000
D
Stock Option (right to buy)
101.715
2015-02-17
4
A
0
50000
0.00
A
2016-01-01
2025-01-07
Class A Common Stock
50000
50000
D
Derivative securities of Zillow Group, Inc., f/k/a Zebra Holdco, Inc. (the "Issuer"), were acquired pursuant to the transactions contemplated by the Agreement and Plan of Merger among Zillow, Inc. ("Zillow"), the Issuer, and Trulia, Inc., dated as of July 28, 2014 (the "Merger Agreement"). Upon closing of the transactions contemplated by the Merger Agreement (the "Effective Time"), Zillow became a wholly owned subsidiary of the Issuer, and each share of Class A Common Stock of Zillow was converted into one share of Class A Common Stock of the Issuer. Derivative securities relating to the Class A Common Stock of Zillow were assumed by the Issuer and converted into derivative securities relating to an equal number of shares of Class A Common Stock of the Issuer on otherwise the same terms and conditions (including the vesting schedule and exercise price) that applied to such derivative securities immediately prior to the Effective Time.
Date at which first vesting occurs is indicated. 1/4th of the total number of shares originally subject to the option becomes exercisable at the first vesting date and an additional 1/48th becomes exercisable each month thereafter until the option is fully vested.
The option's exercisability is subject to shareholder approval of a share increase under the Zillow's Amended and Restated 2011 Incentive Plan assumed by the Issuer.
Date at which first vesting occurs is indicated. 1/16th of the total number of shares originally subject to the option becomes vested at the first vesting date and an additional 1/192 becomes vested each month thereafter over the next 3 years; an additional 1/16th of the total number of shares originally subject to the option becomes vested on the 1-year anniversary of the first vesting date and an additional 1/192 becomes vested each month thereafter over the next 3 years; an additional 1/16th of the total number of shares originally subject to the option becomes vested on the 2-year anniversary of the first vesting date and an additional 1/192 becomes vested each month thereafter over the next 3 years; and an additional 1/16th of the total number of shares originally subject to the option becomes vested on the 3-year anniversary of the first vesting date and an additional 1/192 becomes vested each month thereafter over the next 3 years until the option is fully vested.
/s/ Brad Owens, Attorney-in-Fact
2015-02-17