SC 13G/A

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Schedule 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No. 1)*

 

 

Zillow, Inc.

(Name of Issuer)

Class A Common Stock, $0.0001 par value per share

(Title of Class of Securities)

98954A107

(CUSIP Number)

December 31, 2012

(Date of Event Which Requires Filing of this Statement)

 

 

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

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x 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).

 

 

 

(Continued on following pages)

Page 1 of 15

Exhibit Index on Page 13


CUSIP # 98954A107   Page 2 of 15

 

  1   

NAME OF REPORTING PERSONS

 

TCV V, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

2,943,729 shares of Class A Common Stock (A)

   6   

SHARED VOTING POWER

 

-0- shares of Class A Common Stock

   7   

SOLE DISPOSITIVE POWER

 

2,943,729 shares of Class A Common Stock (A)

   8   

SHARED DISPOSITIVE POWER

 

-0- shares of Class A Common Stock

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,943,729 shares of Class A Common Stock (A)

10  

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

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

11.2%

12  

TYPE OF REPORTING PERSON*

 

PN

 

(A) Please see Item 4.


CUSIP # 98954A107   Page 3 of 15

 

  1   

NAME OF REPORTING PERSONS

 

TCV Member Fund, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

57,162 shares of Class A Common Stock (A)

   6   

SHARED VOTING POWER

 

-0- shares of Class A Common Stock

   7   

SOLE DISPOSITIVE POWER

 

57,162 shares of Class A Common Stock (A)

   8   

SHARED DISPOSITIVE POWER

 

-0- shares of Class A Common Stock

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

57,162 shares of Class A Common Stock (A)

10  

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

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0.2%

12  

TYPE OF REPORTING PERSON*

 

PN

 

(A) Please see Item 4.


CUSIP # 98954A107   Page 4 of 15

 

  1   

NAME OF REPORTING PERSONS

 

Technology Crossover Management V, L.L.C.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

3,000,891 shares of Class A Common Stock (A)

   6   

SHARED VOTING POWER

 

-0- shares of Class A Common Stock

   7   

SOLE DISPOSITIVE POWER

 

3,000,891 shares of Class A Common Stock (A)

   8   

SHARED DISPOSITIVE POWER

 

-0- shares of Class A Common Stock

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,000,891 shares of Class A Common Stock (A)

10  

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

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

11.4%

12  

TYPE OF REPORTING PERSON*

 

OO

 

(A) Please see Item 4.


CUSIP # 98954A107   Page 5 of 15

 

  1   

NAME OF REPORTING PERSONS

 

Jay C. Hoag

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States Citizen

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

21,514 shares of Class A Common Stock (A)

   6   

SHARED VOTING POWER

 

3,000,891 shares of Class A Common Stock (A)

   7   

SOLE DISPOSITIVE POWER

 

21,514 shares of Class A Common Stock (A)

   8   

SHARED DISPOSITIVE POWER

 

3,000,891 shares of Class A Common Stock (A)

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,022,405 shares of Class A Common Stock (A)

10  

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

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

11.5%

12  

TYPE OF REPORTING PERSON*

 

IN

 

(A) Please see Item 4.


CUSIP # 98954A107   Page 6 of 15

 

  1   

NAME OF REPORTING PERSONS

 

Richard H. Kimball

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States Citizen

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

4,481 shares of Class A Common Stock (A)

   6   

SHARED VOTING POWER

 

3,000,891 shares of Class A Common Stock (A)

   7   

SOLE DISPOSITIVE POWER

 

4,481 shares of Class A Common Stock (A)

   8   

SHARED DISPOSITIVE POWER

 

3,000,891 shares of Class A Common Stock (A)

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,005,372 shares of Class A Common Stock (A)

10  

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

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

11.4%

12  

TYPE OF REPORTING PERSON*

 

IN

 

(A) Please see Item 4.


CUSIP # 98954A107   Page 7 of 15

 

  1   

NAME OF REPORTING PERSONS

 

John L. Drew

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States Citizen

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

-0- shares of Class A Common Stock

   6   

SHARED VOTING POWER

 

3,000,891 shares of Class A Common Stock (A)

   7   

SOLE DISPOSITIVE POWER

 

-0- shares of Class A Common Stock

   8   

SHARED DISPOSITIVE POWER

 

3,000,891 shares of Class A Common Stock (A)

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,000,891 shares of Class A Common Stock (A)

10  

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

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

11.4%

12  

TYPE OF REPORTING PERSON*

 

IN

 

(A) Please see Item 4.


CUSIP # 98954A107   Page 8 of 15

 

  1   

NAME OF REPORTING PERSONS

 

Jon Q. Reynolds, Jr.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States Citizen

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

-0- shares of Class A Common Stock

   6   

SHARED VOTING POWER

 

3,000,891 shares of Class A Common Stock (A)

   7   

SOLE DISPOSITIVE POWER

 

-0- shares of Class A Common Stock

   8   

SHARED DISPOSITIVE POWER

 

3,000,891 shares of Class A Common Stock (A)

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,000,891 shares of Class A Common Stock (A)

10  

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

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

11.4%

12  

TYPE OF REPORTING PERSON*

 

IN

 

(A) Please see Item 4.


CUSIP # 98954A107     Page 9 of 15

 

This Amendment No. 1 amends the Statement on Schedule 13G previously filed by (1) TCV V, L.P., a Delaware limited partnership (“TCV V”), (2) TCV Member Fund, L.P., a Cayman Islands exempted limited partnership (“Member Fund” and, together with TCV V, the “TCV Funds”), (3) Technology Crossover Management V, L.L.C., a Delaware limited liability company (“TCM V” and together with the TCV Funds, the “TCV Entities”), (4) Jay C. Hoag (“Mr. Hoag”), (5) Richard H. Kimball (“Mr. Kimball”), (6) John L. Drew (“Mr. Drew”) and (7) Jon Q. Reynolds, Jr. (“Mr. Reynolds”). Mr. Hoag, Mr. Kimball, Mr. Drew and Mr. Reynolds are collectively referred to as the “Members.” The TCV Entities and the Members are sometimes collectively referred to herein as the “Reporting Persons.” Only those items as to which there has been a change are included in this Amendment No. 1.

 

ITEM 4. OWNERSHIP

The following information with respect to the ownership of the Class A Common Stock of the Issuer by the persons filing this Statement is provided as of December 31, 2012:


CUSIP # 98954A107     Page 10 of 15

 

Name of Reporting

Person

   (a) Amount
beneficially
owned
    (b) Percent of
Class*
    (c) Number of shares as to which person
has:
 
       Sole power to vote
or to direct the vote,
and sole power to
dispose or to direct
the disposition of
     Shared power to
vote or to direct the
vote, and shared
power to dispose or
to direct the
disposition of
 

TCV V, L.P.

     2,943,729        11.2     2,943,729         —     

TCV Member Fund, L.P.

     57,162        0.2     57,162         —     

Technology Crossover Management V, L.L.C.

     3,000,891        11.4     3,000,891         —     

Jay C. Hoag

     3,022,405 **      11.5     21,514         3,000,891   

Richard H. Kimball

     3,005,372 ***      11.4     4,481         3,000,891   

John L. Drew

     3,000,891        11.4     —           3,000,891   

Jon Q. Reynolds, Jr.

     3,000,891        11.4     —           3,000,891   

 

* All percentages in this table are based on 26,364,201 shares of Class A Common Stock outstanding on December 31, 2012, as reported by Zillow, Inc.
** Of which 6,195 shares are held by the Hoag Family Trust U/A Dtd 8/2/94, 1,881 shares are held by Hamilton Investments Limited Partnership and 13,438 are options to purchase shares of Class A Common Stock that are exercisable within 60 days of December 31, 2012. Mr. Hoag is a trustee of the Hoag Family Trust U/A Dtd 8/2/94, the sole general partner and a limited partner of Hamilton Investments Limited Partnership and may be deemed to beneficially own certain securities held by such entities. Mr. Hoag disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. Mr. Hoag has sole dispositive power over the stock options and the underlying shares of Class A Common Stock. However, TCV Management 2004, L.L.C. (“TCM 2004”) owns 100% of the pecuniary interest therein. The Members are members of TCM 2004, but each disclaims beneficial ownership of such shares except to the extent of their respective pecuniary interest therein.
*** Of which 4,481 shares are held by the Richard and Kathryn Kimball Family Trust UTA dated 2/23/94. Mr. Kimball is a trustee of the Richard and Kathryn Kimball Family Trust UTA dated 2/23/94 and may be deemed to beneficially own certain securities held by such entities. Mr. Kimball disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

Each of the TCV Funds has the sole power to dispose or direct the disposition of the shares which it holds directly, and has the sole power to vote or direct the vote of such shares.

TCM V is the sole general partner of TCV V and a general partner of Member Fund and may be deemed to have sole power to vote and sole power to dispose of shares of the Issuer directly owned by TCV V and Member Fund. TCM V disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein. The Members are Class A Members of TCM V and may be deemed to have shared power to vote and shared power to dispose of shares of the Issuer directly owned by TCV V and Member Fund. Each of the Members and TCM V disclaim beneficial ownership of such shares except to the extent of their respective pecuniary interest therein.

The Reporting Persons may be deemed to be acting as a group in relation to their respective holdings in the Company but do not affirm the existence of any such group.

Except as set forth in this Item 4, each of the Reporting Persons disclaims beneficial ownership of any shares owned beneficially or of record by any other Reporting Person.


CUSIP # 98954A107     Page 11 of 15

 

SIGNATURES

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

Dated: February 14, 2013

 

TCV V, L.P.
a Delaware limited partnership,

Technology Crossover Management V, L.L.C.

a Delaware limited liability company, its General Partner

By:  

        /s/ Frederic D. Fenton

Name:           Frederic D. Fenton
Title:           Authorized Signatory

TCV MEMBER FUND, L.P.

a Cayman Islands exempted limited partnership,

Technology Crossover Management V, L.L.C.

a Delaware limited liability company, its General Partner

By:  

        /s/ Frederic D. Fenton

Name:           Frederic D. Fenton
Title:           Authorized Signatory

TECHNOLOGY CROSSOVER MANAGEMENT V, L.L.C.

a Delaware limited liability company

By:  

        /s/ Frederic D. Fenton

Name:           Frederic D. Fenton
Title:           Authorized Signatory
JAY C. HOAG
By:  

        /s/ Frederic D. Fenton

Name:           Frederic D. Fenton
Title:           Attorney in Fact


CUSIP # 98954A107     Page 12 of 15

 

RICHARD H. KIMBALL
By:  

        /s/ Frederic D. Fenton

Name:           Frederic D. Fenton
Title:           Attorney in Fact
JOHN L. DREW
By:  

        /s/ Frederic D. Fenton

Name:           Frederic D. Fenton
Title:           Attorney in Fact
JON Q. REYNOLDS, JR.
By:  

        /s/ Frederic D. Fenton

Name:           Frederic D. Fenton
Title:           Attorney in Fact


CUSIP # 98954A107     Page 13 of 15

 

EXHIBIT INDEX

Exhibit

Exhibit 1: Agreement of Joint Filing.

Exhibit 2 Statement Appointing Designated Filer and Authorized Signatories dated July 10, 2009 (incorporated by reference from Exhibit 2 to Schedule 13D relating to the Common Stock of Interactive Brokers Group, Inc. filed on July 10, 2009).