| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 07/19/2011 |
3. Issuer Name and Ticker or Trading Symbol
ZILLOW INC [ Z ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series A Preferred Stock | (1) | (1) | Class A Common Stock | 1,716,194(1) | (1) | I | See Footnote(2) |
| Series A Preferred Stock | (1) | (1) | Class A Common Stock | 210,300(1) | (1) | I | See Footnote(3) |
| Series A Preferred Stock | (1) | (1) | Class A Common Stock | 40,264(1) | (1) | I | See Footnote(4) |
| Series A Preferred Stock | (1) | (1) | Class A Common Stock | 31,684(1) | (1) | I | See Footnote(5) |
| Series A Preferred Stock | (1) | (1) | Class A Common Stock | 2,244,440(1) | (1) | I | See Footnote(6) |
| Series B Preferred Stock | (1) | (1) | Class A Common Stock | 171,620(1) | (1) | I | See Footnote(2) |
| Series B Preferred Stock | (1) | (1) | Class A Common Stock | 21,030(1) | (1) | I | See Footnote(3) |
| Series B Preferred Stock | (1) | (1) | Class A Common Stock | 4,026(1) | (1) | I | See Footnote(4) |
| Series B Preferred Stock | (1) | (1) | Class A Common Stock | 3,168(1) | (1) | I | See Footnote(5) |
| Series B Preferred Stock | (1) | (1) | Class A Common Stock | 224,443(1) | (1) | I | See Footnote(6) |
| Series C Preferred Stock | (1) | (1) | Class A Common Stock | 97,875(1) | (1) | I | See Footnote(2) |
| Series C Preferred Stock | (1) | (1) | Class A Common Stock | 11,994(1) | (1) | I | See Footnote(3) |
| Series C Preferred Stock | (1) | (1) | Class A Common Stock | 2,296(1) | (1) | I | See Footnote(4) |
| Series C Preferred Stock | (1) | (1) | Class A Common Stock | 1,807(1) | (1) | I | See Footnote(5) |
| Series C Preferred Stock | (1) | (1) | Class A Common Stock | 128,001(1) | (1) | I | See Footnote(6) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Preferred Stock is convertible at the holder's election into Class A Common Stock at the then effective conversion rate, currently 3.38-to-1, and has no expiration date. In addition, Preferred Stock automatically converts into Class A Common Stock at the then effective conversion rate (i) with the approval of holders of at least 70% of the outstanding shares of Preferred Stock or (ii) upon the effectiveness of the issuer's registration statement on Form S-1 under the Securities Act of 1933, filed in connection with the issuer's initial public offering. |
| 2. Shares owned by Benchmark Capital Partners V, L.P. ("BCP V"). |
| 3. Shares owned by Benchmark Founders' Fund V, L.P. ("BFF V"). |
| 4. Shares owned by Benchmark Founders' Fund V-A, L.P. ("BFF V-A"). |
| 5. Shares owned by Benchmark Founders' Fund V-B, L.P. ("BFF V-B"). |
| 6. Benchmark Capital Management Co. IV, LLC ("BCMC V"), the general partner of each of BCP V, BFF V, BFF V-A and BFF V-B, may be deemed to have the sole voting and dispositive power over 8,777,471 shares of the Preferred Stock. BCMC V and each of its managing members disclaim beneficial ownership of these shares of the Preferred Stock except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that BCMC V and each of its managing members is the beneficial owner of these shares for purposes of Section 16 or for any other purpose. |
| Remarks: |
| Alexandre Balkanski, Bruce W. Dunlevie, J. William Gurley, Kevin R. Harvey, Robert C. Kagle, Steven M. Spurlock, Peter H. Fenton and Mitchell H. Lasky are the managing members of BCMC V, which serves as the general partner to each of BCP V, BFF V, BFF V-A and BFF V-B. Each reporting person disclaims the existence of a "group" and disclaims beneficial ownership of any securities except to the extent of such reporting person's pecuniary interest in such securities. This report is one of three reports, each on a separate Form 3, but relating to the same disclosure being filed by BCP V, its managing members and the Benchmark V Funds. Exhibit 24 filed herewith. Form 1 of 3 |
| /s/ Steven M. Spurlock, as managing member of Benchmark Capital Management Co. V, L.L.C. | 07/19/2011 | |
| /s/ Steven M. Spurlock, as managing member of Benchmark Capital Management Co. V, L.L.C. as general partner of Benchmark Capital Partners V, L.P. | 07/19/2011 | |
| /s/ Steven M. Spurlock, as managing member of Benchmark Capital Management Co. V, L.L.C. as general partner of Benchmark Founders' Fund V, L.P. | 07/19/2011 | |
| /s/ Steven M. Spurlock, as managing member of Benchmark Capital Management Co. V, L.L.C. as general partner of Benchmark Founders' Fund V-A, L.P. | 07/19/2011 | |
| /s/ Steven M. Spurlock, as managing member of Benchmark Capital Management Co. V, L.L.C. as general partner of Benchmark Founders' Fund V-B, L.P. | 07/19/2011 | |
| /s/ Steven M. Spurlock by power of attorney for Alexandre Balkanski | 07/19/2011 | |
| /s/ Steven M. Spurlock, by power of attorney for Bruce W. Dunlevie | 07/19/2011 | |
| /s/ Steven M. Spurlock, by power of attorney for Peter H. Fenton | 07/19/2011 | |
| /s/ Steven M. Spurlock, by power of attorney for Mitchell H. Lasky | 07/19/2011 | |
| /s/ Steven M. Spurlock, by power of attorney for Kevin R. Harvey | 07/19/2011 | |
| ** Signature of Reporting Person | Date | |
| 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 5 (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. | ||