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Sec Form 4 Filing - Humphries Stanley B @ ZILLOW GROUP Inc - 2017-05-10

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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 *
Humphries Stanley B
2. Issuer Name and Ticker or Trading Symbol
ZILLOW GROUP, INC. [ Z AND ZG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Analytics Officer
(Last)
(First)
(Middle)
C/O ZILLOW GROUP, INC., 1301 SECOND AVEN, FLOOR 31
3. Date of Earliest Transaction (MM/DD/YY)
05/10/2017
(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 05/10/2017 M 6,750 A $ 9.2095 6,874 D
Class A Common Stock 05/10/2017 M 3,329 A $ 1.1752 10,203 D
Class A Common Stock 05/10/2017 S 10,079 D $ 43.0454 ( 1 ) 124 D
Class C Capital Stock 05/10/2017 M 13,500 A $ 10.6252 13,748 D
Class C Capital Stock 05/10/2017 M 6,658 A $ 1.3559 20,406 D
Class C Capital Stock 05/10/2017 S 20,158 D $ 42.9703 ( 2 ) 248 D
Class A Common Stock 05/11/2017 M 22,959 A $ 10.9934 23,083 D
Class A Common Stock 05/11/2017 S 22,959 D $ 43.1071 ( 3 ) 124 D
Class C Capital Stock 05/11/2017 M 25,000 A $ 12.6833 25,248 D
Class C Capital Stock 05/11/2017 S 25,000 D $ 42.8681 ( 4 ) 248 D
Class A Common Stock 05/12/2017 M 20,000 A $ 24.8077 20,124 D
Class A Common Stock 05/12/2017 S 20,000 D $ 43.168 ( 5 ) 124 D
Class C Capital Stock 05/12/2017 M 20,918 A $ 12.6833 21,166 D
Class C Capital Stock 05/12/2017 S 20,918 D $ 42.9744 ( 6 ) 248 D
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) $ 1.1752 05/10/2017 M 3,329 03/01/2012( 7 ) 03/01/2018 Class A Common Stock 3,329 $ 0 0 D
Stock Option (Right to Buy) $ 9.2095 05/10/2017 M 6,750 03/01/2013( 7 ) 02/02/2019 Class A Common Stock 6,750 $ 0 0 D
Stock Option (Right to Buy) $ 1.3559 05/10/2017 M 6,658 03/01/2012( 7 ) 03/01/2018 Class C Capital Stock 6,658 $ 0 0 D
Stock Option (Right to Buy) $ 10.6252 05/10/2017 M 13,500 03/01/2013( 7 ) 02/02/2019 Class C Capital Stock 13,500 $ 0 0 D
Stock Option (Right to Buy) $ 10.9934 05/11/2017 M 22,959 02/01/2014( 7 ) 01/24/2020 Class A Common Stock 22,959 $ 0 0 D
Stock Option (Right to Buy) $ 12.6833 05/11/2017 M 25,000 02/01/2014( 7 ) 01/24/2020 Class C Capital Stock 25,000 $ 0 20,918 D
Stock Option (Right to Buy) $ 24.8077 05/12/2017 M 20,000 02/01/2015( 7 ) 01/02/2021 Class A Common Stock 20,000 $ 0 18,955 D
Stock Option (Right to Buy) $ 12.6833 05/12/2017 M 20,918 02/01/2014( 7 ) 01/24/2020 Class C Capital Stock 20,918 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Humphries Stanley B
C/O ZILLOW GROUP, INC., 1301 SECOND AVEN
FLOOR 31
SEATTLE, WA98101
Chief Analytics Officer
Signatures
/s/ Brad Owens, Attorney-in-Fact 05/12/2017
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reported price is a weighted average sale price. These shares were sold in mulitiple transactions at prices ranging from $42.8501 to $43.26. 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.
( 2 )The reported price is a weighted average sale price. These shares were sold in mulitiple transactions at prices ranging from $42.73 to $43.13. 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 reported price is a weighted average sale price. These shares were sold in mulitiple transactions at prices ranging from $42.82 to $43.34. 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.
( 4 )The reported price is a weighted average sale price. These shares were sold in mulitiple transactions at prices ranging from $42.71 to $43.1101. 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 reported price is a weighted average sale price. These shares were sold in mulitiple transactions at prices ranging from $43.0101 to $43.62. 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.
( 6 )The reported price is a weighted average sale price. These shares were sold in mulitiple transactions at prices ranging from $42.8101 to $43.43. 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.
( 7 )Date at which first vesting occurs is indicated. 1/4th of the total number of shares originally subject to the option become exercisable at the first vesting date and an additional 1/48th become exercisable each month thereafter until the option is fully vested.

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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.