4//SEC Filing
ZILLOW INC 4
Accession 0001209191-15-014990
CIK 0001334814operating
Filed
Feb 16, 7:00 PM ET
Accepted
Feb 17, 9:36 PM ET
Size
22.3 KB
Accession
0001209191-15-014990
Insider Transaction Report
Form 4
BARTON RICHARD N
DirectorExecutive Chairman10% Owner
Transactions
- Disposition to Issuer
Stock Option (right to buy)
2015-02-17−50,000→ 0 totalExercise: $101.72From: 2016-01-01Exp: 2025-01-07→ Class A Common Stock (50,000 underlying) - Disposition to Issuer
Class B Common Stock
2015-02-17−339,880→ 0 total(indirect: By LLC)Exercise: $0.00→ Class A Common Stock (339,880 underlying) - Disposition to Issuer
Class A Common Stock
2015-02-17−30,000→ 0 total(indirect: By Foundation) - Disposition to Issuer
Stock Option (right to buy)
2015-02-17−43,750→ 0 totalExercise: $101.72From: 2016-01-01Exp: 2022-01-07→ Class A Common Stock (43,750 underlying) - Disposition to Issuer
Class A Common Stock
2015-02-17−7,826→ 0 total - Disposition to Issuer
Class B Common Stock
2015-02-17−3,423,845→ 0 totalExercise: $0.00→ Class A Common Stock (3,423,845 underlying) - Disposition to Issuer
Class A Common Stock
2015-02-17−220,000→ 0 total(indirect: By Trust) - Disposition to Issuer
Stock Option (right to buy)
2015-02-17−35,000→ 0 totalExercise: $82.05From: 2015-02-01Exp: 2021-01-02→ Class A Common Stock (35,000 underlying)
Footnotes (5)
- [F1]Class A Common Stock and derivative securities of Zillow, Inc. ("Issuer") were disposed of pursuant to the transactions contemplated by the Agreement and Plan of Merger among Issuer, Zillow Group, Inc., f/k/a Zebra Holdco, Inc. ("HoldCo"), 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"), Issuer became a wholly owned subsidiary of HoldCo, and each share of Class A Common Stock of Issuer was converted into one share of Class A Common Stock of HoldCo. Derivative securities relating to the Class A Common Stock and Class B Common Stock of Issuer were assumed by HoldCo and converted into derivative securities relating to an equal number of shares of Class A Common Stock and Class B Common Stock of HoldCo 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
- [F2]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.
- [F3]The option's exercisability is subject to shareholder approval of a share increase under the Issuer's Amended and Restated 2011 Incentive Plan assumed by HoldCo.
- [F4]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.
- [F5]Class B Common Stock is convertible into Class A Common Stock on a 1-for-1 basis (i) at the holder's election or (ii) upon the approval of holders of not less than a majority of the shares of Class B Common Stock outstanding at such time and has no expiration date.
Documents
Issuer
ZILLOW INC
CIK 0001334814
Entity typeoperating
IncorporatedWA
Related Parties
1- filerCIK 0001334814
Filing Metadata
- Form type
- 4
- Filed
- Feb 16, 7:00 PM ET
- Accepted
- Feb 17, 9:36 PM ET
- Size
- 22.3 KB