UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
 
SCHEDULE 13G
(Rule 13d-102)
 
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
 
 
  Zillow, Inc.  
  (Name of Issuer)
 
  Class A common stock, par value $0.0001 per share  
(Title of Class of Securities)
 
 
 

98954A107

 
(CUSIP Number)
 
 
 

November 19, 2012

 
Date of Event Which Requires Filing of the Statement
               

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No. 98954A107   13G Page 2 of 10

 

  1   

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Citadel Advisors LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨ 

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

1,511,189 shares

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

See Row 6 above

  9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

See Row 6 above

10

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ¨

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

5.8%1

12

 

TYPE OF REPORTING PERSON

 

IA; OO; HC

 

_____________________

1 The percentages reported in this Schedule 13G are based upon 25,908,828 shares of common stock outstanding as of October 31, 2012 (according to the Form 10-Q filed by the issuer on November 6, 2012).

 

CUSIP No. 98954A107   13G Page 3 of 10

 

  1   

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Citadel Holdings II LP

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨ 

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

1,511,189 shares

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

See Row 6 above

  9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

See Row 6 above

10

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ¨

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

5.8%

12

 

TYPE OF REPORTING PERSON

 

PN; HC

 

 

 

CUSIP No. 98954A107   13G Page 4 of 10

 

  1   

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Citadel Investment Group II, L.L.C.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨ 

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

1,588,436 shares

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

See Row 6 above

  9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

See Row 6 above

10

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ¨

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

6.1%

12

 

TYPE OF REPORTING PERSON

 

OO; HC

 

 

CUSIP No. 98954A107   13G Page 5 of 10

 

  1   

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Kenneth Griffin

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨ 

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

1,588,436 shares

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

See Row 6 above

  9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

See Row 6 above

10

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ¨

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

6.1%

12

 

TYPE OF REPORTING PERSON

 

IN; HC

 

 

CUSIP No. 98954A107   13G Page 6 of 10

 

 

Item 1(a) Name of Issuer
  Zillow, Inc.
       
Item 1(b) Address of Issuer’s Principal Executive Offices
  1301 Second Avenue, Floor 31, Seattle, Washington  98101
   
Item 2(a) Name of Person Filing
  This Schedule 13G is being jointly filed by Citadel Advisors LLC (“Citadel Advisors”), Citadel Holdings II LP (“CH-II”), Citadel Investment Group II, L.L.C. (“CIG-II”) and Mr. Kenneth Griffin (collectively with Citadel Advisors, CH-II and CIG-II, the “Reporting Persons”) with respect to shares of Class A common stock (and options to purchase Class A common stock of the above-named issuer) owned by Citadel Equity Fund Ltd., a Cayman Islands limited company (“CEF”), Surveyor Capital Ltd., a Cayman Islands limited company (“SC”) and Citadel Securities LLC, a Delaware limited liability company (“Citadel Securities”).
   
  Citadel Advisors is the portfolio manager for CEF and SC.  CH-II is the managing member of Citadel Advisors.  Citadel Holdings I LP, a Delaware limited partnership (“CH-I”), is the non-member manager of Citadel Securities.  CIG-II is the general partner of CH-I and CH-II.  Mr. Griffin is the President and Chief Executive Officer of, and owns a controlling interest in, CIG-II.
   
  The filing of this statement shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any securities covered by the statement other than the securities actually owned by such person (if any).
   
Item 2(b) Address of Principal Business Office
  The address of the principal business office of each of the Reporting Persons is c/o Citadel LLC, 131 S. Dearborn Street, 32nd Floor, Chicago, Illinois 60603.
   
Item 2(c) Citizenship
  Each of Citadel Advisors and CIG-II is organized as a limited liability company under the laws of the State of Delaware.  CH-II is organized as a limited partnership under the laws of the State of Delaware.  Mr. Griffin is a U.S. citizen.
       
Item 2(d) Title of Class of Securities
  Class A common stock, $0.0001 par value
   
Item 2(e) CUSIP Number
  98954A107
   
Item 3 If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
   
  (a) [__] Broker or dealer registered under Section 15 of the Exchange Act;
       
  (b) [__] Bank as defined in Section 3(a)(6) of the Exchange Act;
       
  (c) [__] Insurance company as defined in Section 3(a)(19) of the Exchange Act;

 

 

CUSIP No. 98954A107   13G Page7 of 10

 

  (d) [__] Investment company registered under Section 8 of the Investment Company Act;
       
  (e) [__] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
       
  (f) [__] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
       
  (g) [__] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
       
  (h) [__] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
       
  (i) [__] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
       
  (j) [__] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
       
  If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ____________.
   
Item 4 Ownership
   
  A. Citadel Advisors LLC
         
    (a) Citadel Advisors may be deemed to beneficially own 1,511,189 shares of Class A common Stock.
       
    (b) The number of shares Citadel Advisors may be deemed to beneficially own constitutes approximately 5.8% of the Class A common stock outstanding.
       
    (c) Number of shares as to which such person has:
       
      (i) sole power to vote or to direct the vote:  0
         
      (ii) shared power to vote or to direct the vote:  1,511,189
         
      (iii) sole power to dispose or to direct the disposition of:  0
         
      (iv) shared power to dispose or to direct the disposition of:  1,511,189

 

 

CUSIP No. 98954A107   13G Page 8 of 10

 

 

  B. Citadel Holdings II LP
    (a) CH-II may be deemed to beneficially own 1,511,189 shares of Class A common stock.
    (b) The number of shares CH-II may be deemed to beneficially own constitutes approximately 5.8% of the Class A common stock outstanding.
    (c) Number of shares as to which such person has:
      (i) sole power to vote or to direct the vote:  0
      (ii) shared power to vote or to direct the vote:  1,511,189
      (iii) sole power to dispose or to direct the disposition of:  0
      (iv) shared power to dispose or to direct the disposition of:  1,511,189
  C. Citadel Investment Group II, L.L.C.
    (a) CIG-II may be deemed to beneficially own 1,588,436 shares of Class A common stock.
    (b) The number of shares CIG-II may be deemed to beneficially own constitutes approximately 6.1% of the Class A common stock outstanding.
    (c) Number of shares as to which such person has:
      (i) sole power to vote or to direct the vote:  0
      (ii) shared power to vote or to direct the vote:  1,588,436
      (iii) sole power to dispose or to direct the disposition of:  0
      (iv) shared power to dispose or to direct the disposition of:  1,588,436
  D. Kenneth Griffin
    (a) Mr. Griffin may be deemed to beneficially own 1,588,436 shares of Class A common stock.
    (b) The number of shares Mr. Griffin may be deemed to beneficially own constitutes approximately 6.1% of the Class A common stock outstanding.
    (c) Number of shares as to which such person has:
      (i) sole power to vote or to direct the vote:  0
      (ii) shared power to vote or to direct the vote:  1,588,436
      (iii) sole power to dispose or to direct the disposition of:  0
      (iv) shared power to dispose or to direct the disposition of: 1,588,436

  

 

CUSIP No. 98954A107   13G Page 9 of 10

 

 

Item 5 Ownership of Five Percent or Less of a Class
  If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ¨.
   
Item 6 Ownership of More than Five Percent on Behalf of Another Person
  Not Applicable
   
Item 7 Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company
  See Item 2 above
   
Item 8 Identification and Classification of Members of the Group
  Not Applicable
   
Item 9 Notice of Dissolution of Group
  Not Applicable
   
Item 10 Certification
  By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

CUSIP No. 98954A107   13G Page 10 of 10

 

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Dated this 28th day of November, 2012.

 

CITADEL ADVISORS LLC   CITADEL HOLDINGS II LP
         
By: Citadel Holdings II LP,   By: Citadel Investment Group II, L.L.C.,
  its Managing Member     its General Partner
         
By: Citadel Investment Group II, L.L.C.,   By: /s/ John C. Nagel
  its General Partner     John C. Nagel, Authorized Signatory
         
By: /s/ John C. Nagel      
  John C. Nagel, Authorized Signatory      
         
CITADEL INVESTMENT GROUP II, L.L.C.  

KENNETH GRIFFIN 

         
By: /s/ John C. Nagel   By: /s/ John C. Nagel
  John C. Nagel, Authorized Signatory     John C. Nagel, attorney-in-fact*

 

_____________________

* John C. Nagel is signing on behalf of Kenneth Griffin as attorney-in-fact pursuant to a power of attorney previously filed with the Securities and Exchange Commission on February 24, 2006, and hereby incorporated by reference herein. The power of attorney was filed as an attachment to a filing by Citadel Limited Partnership on Schedule 13G for Morgans Hotel Group Co.