Sec Form 4 Filing - GURLEY J WILLIAM @ ZILLOW INC - 2014-05-12

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
GURLEY J WILLIAM
2. Issuer Name and Ticker or Trading Symbol
ZILLOW INC [ Z]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
2965 WOODSIDE ROAD
3. Date of Earliest Transaction (MM/DD/YY)
05/12/2014
(Street)
WOODSIDE, CA94062
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 05/12/2014 J( 6 ) 251,915 D $ 0 0 I See footnote ( 1 )
Class A Common Stock 05/12/2014 J( 6 ) 30,870 D $ 0 0 I See footnote ( 2 )
Class A Common Stock 05/12/2014 J( 6 ) 5,910 D $ 0 0 I See footnote ( 3 )
Class A Common Stock 05/12/2014 J( 6 ) 4,650 D $ 0 0 I See footnote ( 4 )
Class A Common Stock 05/12/2014 J( 6 ) 154 A $ 0 1,211 I See footnote ( 7 )
Class A Common Stock 05/12/2014 J( 6 ) 12,055 A $ 0 97,128 D ( 8 )
Class A Common Stock 05/12/2014 J( 6 ) 1,006 A $ 0 1,006 I See footnote ( 9 )
Class A Common Stock 05/12/2014 S 1,006 D $ 97.8203 ( 10 ) 0 I See footnote ( 9 )
Class A Common Stock 05/12/2014 J( 6 ) 329,454 D $ 0 0 I See footnote ( 5 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GURLEY J WILLIAM
2965 WOODSIDE ROAD
WOODSIDE, CA94062
X
Signatures
/s/ Steven M. Spurlock, by power of attorney for J. William Gurley 05/14/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares are owned directly by Benchmark Capital Partners V, L.P. ("BCP V").
( 2 )Shares are owned directly by Benchmark Founders' Fund V, L.P. ("BFF V").
( 3 )Shares are owned directly by Benchmark Founders' Fund V-A, L.P. ("BFF V-A").
( 4 )Shares are owned directly by Benchmark Founders' Fund V-B, L.P. ("BFF V-B").
( 5 )Benchmark Capital Management Co. V, L.L.C. ("BCMC V"), the general partner of each of BCP V, BFF V, BFF V-A and BFF V-B, may be deemed to have had the sole voting and dispositive power over the 329,454 shares of the Issuer's Class A Common Stock being distributed by BCP V and its affiliated funds and associated persons (the "Benchmark V Funds"). 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 and its managing members are the beneficial owner of these shares for purposes of Section 16 or any other purpose.
( 6 )Represents a pro-rata, in-kind distribution by the Benchmark V Funds, without additional consideration, to their respective partners, members and assignees.
( 7 )Shares are owned directly by J. William Gurley's family partnership.
( 8 )Shares are owned directly by J. William Gurley.
( 9 )Shares are owned directly by Benchmark Capital Holdings Co., L.L.C., which serves as the Benchmark V Funds' management company and is under common control with BCMC V.
( 10 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $97.54 to $97.99, 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 10 to this Form 4.

Remarks:
J. William Gurley is a managing member of BCMC V, which serves as the general partner of the Benchmark V Funds. The Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of any securities except to the extent of the Reporting Person's pecuniary interest therein.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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