0001209191-15-014991.txt : 20150218
0001209191-15-014991.hdr.sgml : 20150216
20150217214027
ACCESSION NUMBER: 0001209191-15-014991
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: Levine Paul M.
CENTRAL INDEX KEY: 0001558272
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36853
FILM NUMBER: 15625964
MAIL ADDRESS:
STREET 1: C/O TRULIA, INC.
STREET 2: 116 NEW MONTGOMERY STREET, SUITE 300
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94105
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2015-02-17
0
0001617640
ZILLOW GROUP, INC.
Z
0001558272
Levine Paul M.
C/O ZILLOW GROUP, INC.,
1301 SECOND AVENUE, FLOOR 31
SEATTLE
WA
98101
0
1
0
0
See Remarks
Class A Common Stock
2015-02-17
4
A
0
56243
A
56243
D
Stock Option (right to buy)
9.67
2015-02-17
4
A
0
46456
0.00
A
2012-02-14
2021-05-10
Class A Common Stock
46456
46456
D
Stock Option (right to buy)
60.66
2015-02-17
4
A
0
6660
0.00
A
2013-03-01
2023-03-05
Class A Common Stock
6660
6660
D
Stock Option (right to buy)
87.05
2015-02-17
4
A
0
45950
0.00
A
2014-07-01
2024-06-04
Class A Common Stock
45950
45950
D
Stock Option (right to buy)
100.84
2015-02-17
4
A
0
13229
0.00
A
2015-03-01
2025-02-10
Class A Common Stock
13229
13229
D
Restricted Stock Units
0.00
2015-02-17
4
A
0
3330
0.00
A
2013-08-14
2017-02-15
Class A Common Stock
3330
3330
D
Restricted Stock Units
0.00
2015-02-17
4
A
0
92500
0.00
A
2015-02-11
Class A Common Stock
92500
92500
D
Class A Common Stock and 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. ("Trulia"), dated as of July 28, 2014 (the "Merger Agreement"). Upon closing of the transactions contemplated by the Merger Agreement (the "Effective Time"), Trulia became a wholly owned subsidiary of the Issuer, and each share of Common Stock of Trulia was converted into 0.444 shares of Class A Common Stock of the Issuer. Derivative securities relating to the Common Stock of Trulia were assumed by the Issuer and converted into derivative securities relating to 0.444 shares of Class A Common Stock of the Issuer for each share of Trulia Common Stock 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 1/16th becomes exercisable each month thereafter until the option is fully vested.
Date at which first vesting occurs is indicated. 1/48th 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.
Date at which first vesting occurs is indicated. 1/8th of the total number of shares originally subject to the grant of Restricted Stock Units ("RSU") becomes exercisable at the first vesting date and an additional 1/16th becomes exercisable each quarter thereafter until the RSU is fully vested.
Date at which first vesting occurs is indicated. 1/6th of the total number of shares originally subject to the grant of RSUs becomes exercisable at the first vesting date and an additional 1/6th becomes exercisable each quarter thereafter until the RSU is fully vested.
Unless earlier forfeited under the terms of the RSU, each performance-based RSU vests as to 1/6th of the RSUs in six substantially equal quarterly tranches, beginning on February 11, 2015.
President of Trulia, Inc. (subsidiary of Z)
/s/ Brad Owens, Attorney-in-Fact
2015-02-17