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