Sec Form 4 Filing - HOAG JAY C @ ZILLOW INC - 2014-05-08

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 HOAG JAY C 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) C/O TECHNOLOGY CROSSOVER VENTURES, 528 RAMONA STREET 3. Date of Earliest Transaction (MM/DD/YY) 05/08/2014 (Street) PALO ALTO, CA94301 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 05/08/2014 J( 1 ) 491,000 D $ 0 0 I TCV V, L.P. ( 2 ) Class A Common Stock 05/08/2014 J( 3 ) 9,445 D $ 0 0 I TCV Member Fund, L.P. ( 4 ) Class A Common Stock 05/08/2014 J( 5 ) 126,433 A $ 0 126,433 I Technology Crossover Management V, L.L.C. ( 6 ) Class A Common Stock 05/08/2014 J( 7 ) 126,433 D $ 0 0 I Technology Crossover Management V, L.L.C. ( 6 ) Class A Common Stock 05/08/2014 J( 8 ) 28,834 A $ 0 63,926 I Hoag Family Trust U/A Dtd 8/2/94 ( 10 ) Class A Common Stock 05/08/2014 J( 9 ) 9,611 A $ 0 20,986 I Hamilton Investments Limited Partnership ( 11 ) Class A Common Stock 05/09/2014 J( 12 ) 142 A $ 0 64,068 I Hoag Family Trust U/A Dtd 8/2/94 ( 10 ) Class A Common Stock 05/12/2014 M 2,001 A $ 31.02 2,001 D ( 13 ) Class A Common Stock 05/12/2014 M 6,138 A $ 45.59 8,139 D ( 13 ) Class A Common Stock 05/12/2014 M 4,602 A $ 82.74 12,741 D ( 13 ) Class A Common Stock 05/12/2014 S 12,741 D $ 100.58 0 D ( 13 )

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 Stock Option (right to buy) $ 31.02 05/12/2014 M 2,001 03/01/2012 03/01/2019 Class A Common Stock 2,001 ( 14 ) 2,001 D ( 13 ) Stock Option (right to buy) $ 45.59 05/12/2014 M 6,138 03/01/2013 03/01/2020 Class A Common Stock 6,138 ( 14 ) 6,138 D ( 13 ) Stock Option (right to buy) $ 82.74 05/12/2014 M 4,602 03/03/2014 03/03/2021 Class A Common Stock 4,602 ( 14 ) 4,602 D ( 13 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HOAG JAY C C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA94301 X Signatures Frederic D. Fenton, Authorized signatory for Jay C. Hoag 05/12/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In kind pro-rata distribution from TCV V, L.P. ("TCV V") to its partners, without consideration. ( 2 )These shares are directly held by TCV V. Jay C. Hoag ("Hoag") is a Class A Member of Technology Crossover Management V, L.L.C. ("TCM V"), which is the sole general partner of TCV V. Hoag and TCM V may be deemed to beneficially own the shares held by TCV V, Hoag and TCM V disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein. ( 3 )In kind pro-rata distribution from TCV Member Fund, L.P. ("Member Fund") to its partners, without consideration. ( 4 )These shares are directly held by Member Fund. Hoag is a (i) Class A Member of TCM V, which is a general partner of Member Fund, and (ii) limited partner of Member Fund. Hoag and TCM V may be deemed to beneficially own the shares held by Member Fund, but Hoag and TCM V disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein. ( 5 )Acquisition by TCM V pursuant to an in kind pro-rata distribution by TCV V to its partners, without consideration. ( 6 )These securities are directly held by TCM V. Hoag is a Class A Member of TCM V. Hoag may be deemed to beneficially own the shares held by TCM V but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. ( 7 )In kind pro-rata distribution by TCM V to its partners, without consideration. ( 8 )Acquisition by Hoag Family Trust U/A Dtd 8/2/94 pursuant to an in kind pro-rata distribution by TCM V and Member Fund to their partners, without consideration. ( 9 )Acquisition by Hamilton Investments Limited Partnership pursuant to an in kind pro-rata distribution by TCM V and Member Fund to their partners, without consideration. ( 10 )Mr. Hoag is a trustee of Hoag Family Trust U/A Dtd 8/2/94. Mr. Hoag disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. ( 11 )Mr. Hoag is the sole general partner and a limited partner of Hamilton Investments Limited Partnership. Mr. Hoag disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. ( 12 )Acquisition by Hoag Family Trust U/A Dtd 8/2/94 pursuant to an in kind pro-rata distribution by Benchmark Founders Fund V, LP to its partners, without consideration. ( 13 )These stock options are directly held by Hoag. Hoag has sole dispositive power over the stock options and the underlying shares; however, TCV Management 2004, L.L.C. ("TCM 2004") owns 100% of the pecuniary interest therein. Hoag is a Member of TCM 2004, but disclaims beneficial ownership of such options and the underlying shares except to the extent of his pecuniary interest therein. ( 14 )Not applicable.

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