Sec Form 4 Filing - BARTON RICHARD N @ ZILLOW INC - 2012-08-30

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
BARTON RICHARD N
2. Issuer Name and Ticker or Trading Symbol
ZILLOW INC [ Z]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Executive Chairman
(Last) (First) (Middle)
C/O ZILLOW, INC., 1301 SECOND AVENUE, FLOOR 31
3. Date of Earliest Transaction (MM/DD/YY)
08/30/2012
(Street)
SEATTLE, WA98101
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 08/30/2012 S 1,750 ( 1 ) D $ 40.6611 ( 2 ) 5,347 ( 3 ) D
Class A Common Stock 08/31/2012 C 3,500 A $ 0 7,097 D
Class A Common Stock 08/31/2012 S 1,750 ( 1 ) D $ 41.4273 ( 4 ) 5,347 ( 3 ) D
Class A Common Stock 08/30/2012 S 300 ( 5 ) D $ 40.5 521,308 I Barton Descendants' Trust 12/30/04
Class A Common Stock 08/31/2012 S 300 ( 5 ) D $ 41.03 521,008 I Barton Descendants' Trust 12/30/04
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 Securit ies 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
Class B Common Stock $ 0 08/31/2012 C 3,500 ( 6 ) ( 6 ) Class A Common Stock 3,500 $ 0 4,521,904 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BARTON RICHARD N
C/O ZILLOW, INC.
1301 SECOND AVENUE, FLOOR 31
SEATTLE, WA98101
X X Executive Chairman
Signatures
/s/ Michelle M. Wynne, Attorney-in-Fact 09/04/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 16, 2011. The shares of Class A Common Stock sold were acquired pursuant to the conversion of the same number of shares of Class B Common Stock, all as reflected in this report.
( 2 )The reported price is a weighted average sale price. These shares were sold in mulitiple transactions at prices ranging from $40.475 to $41.05. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price within the range.
( 3 )The shares of Class A Common Stock sold were acquired pursuant to the conversion of the same number of shares of Class B Common Stock, all as reflected in this report.
( 4 )The reported price is a weighted average sale price. These shares were sold in mulitiple transactions at prices ranging from $41.00 to $41.80. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price within the range.
( 5 )The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Trust on November 16, 2011.
( 6 )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.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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