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Washington
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47-1645716
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(State or other jurisdiction
of incorporation or organization)
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(I.R.S. Employer
Identification No.)
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1301 Second Avenue, Floor 31
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Seattle, Washington 98101
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(Address of principal executive offices, including zip code)
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ZILLOW GROUP, INC. AMENDED AND RESTATED 2011 INCENTIVE PLAN
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(Full title of the plan)
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Spencer M. Rascoff
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Chief Executive Officer
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Zillow Group, Inc.
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1301 Second Avenue, Floor 31
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Seattle, Washington 98101
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(206) 470-7000
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(Name, address and telephone number, including area code, of agent for service)
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Large accelerated filer
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x
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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Title of Securities to Be Registered
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Amount to Be Registered
(1)
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Proposed Maximum Offering Price Per Share
(2)
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Proposed Maximum Aggregate Offering Price
(2)
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Amount of Registration Fee
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Class C Capital Stock, par value $0.0001 per share
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8,291,101 (3)
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$36.64
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$303,785,940.64
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$36,818.86
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement (the “Registration Statement”) also covers any additional shares of Class C capital stock of Zillow Group, Inc. (the “Registrant”) that may become issuable under the Registrant’s Amended and Restated 2011 Incentive Plan (the “Plan”) as a result of any future stock splits, stock dividends or similar adjustments of the Registrant’s outstanding Class C capital stock.
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(2)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h)(1) of the Securities Act. The proposed maximum offering price per share is estimated to be $36.64, based on the average of the high sales price ($37.16) and the low sales price ($36.11) for the Registrant’s Class C capital stock as reported by The Nasdaq Global Select Market on February 19, 2019.
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(3)
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The shares are being registered pursuant to the automatic annual share increase under the Plan that became effective on January 1, 2019.
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Item 3.
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Incorporation of Certain Documents by Reference
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(a)
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the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed on February 21, 2019, which contains the audited consolidated financial statements of the Registrant for the latest fiscal year for which such statements have been filed;
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(b)
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the Registrant’s Current Report on Form 8-K filed on February 21, 2019; and
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Item 4.
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Description of Securities
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Item 5.
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Interests of Named Experts and Counsel
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Item 6.
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Indemnification of Directors and Officers
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•
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the director acted in good faith;
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•
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the director reasonably believed, in the case of conduct in the director’s official capacity, that his or her conduct was in the corporation’s best interests or, in all other cases, that his or her conduct was not opposed to the best interests of the corporation; and
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•
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in the case of a criminal proceeding, the director had no reasonable cause to believe his or her conduct was unlawful.
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in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation;
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in connection with any other proceeding in which the director was adjudged liable for receiving improper personal benefit;
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for acts or omissions of the director that involve intentional misconduct or knowing violation of law; or
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•
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for unlawful distributions to shareholders.
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Item 7.
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Exemption From Registration Claimed
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Item 8.
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Exhibits
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Item 9.
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Undertakings
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ZILLOW GROUP, INC.
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By:
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/s/ Spencer M. Rascoff
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Name:
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Spencer M. Rascoff
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Title:
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Chief Executive Officer
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Signature
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Title
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/s/ S
PENCER
M. R
ASCOFF
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Chief Executive Officer (Principal Executive Officer) and Director
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Spencer M. Rascoff
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/s/ A
LLEN
P
ARKER
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Chief Financial Officer (Principal Financial Officer)
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Allen Parker
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/s/ J
ENNIFER
R
OCK
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Chief Accounting Officer (Principal Accounting Officer)
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Jennifer Rock
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/s/ R
ICHARD
B
ARTON
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Executive Chairman and Director
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Richard Barton
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/s/ L
LOYD
D. F
RINK
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Vice Chairman, President and Director
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Lloyd D. Frink
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/s/ AMY BOHUTINSKY
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Director
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Amy Bohutinsky
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/s/ E
RIK
B
LACHFORD
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Director
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Erik Blachford
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/s/ J
AY
C. H
OAG
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Director
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Jay C. Hoag
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/s/ G
REGORY
B. M
AFFEI
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Director
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Gregory B. Maffei
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/s/ G
ORDON
S
TEPHENSON
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Director
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Gordon Stephenson
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/s/ A
PRIL
U
NDERWOOD
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Director
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April Underwood
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