0001144204-13-008418.txt : 20130214 0001144204-13-008418.hdr.sgml : 20130214 20130213195454 ACCESSION NUMBER: 0001144204-13-008418 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130214 DATE AS OF CHANGE: 20130213 GROUP MEMBERS: ALEXANDRE BALKANSKI GROUP MEMBERS: BENCHMARK CAPITAL MANAGEMENT CO. V, L.L.C. GROUP MEMBERS: BENCHMARK FOUNDERS' FUND V A, L.P. GROUP MEMBERS: BENCHMARK FOUNDERS' FUND V B, L.P. GROUP MEMBERS: BENCHMARK FOUNDERS' FUND V, L.P. GROUP MEMBERS: BRUCE W. DUNLEVIE GROUP MEMBERS: J. WILLIAM GURLEY GROUP MEMBERS: KEVIN R. HARVEY GROUP MEMBERS: PETER FENTON GROUP MEMBERS: ROBERT C. KAGLE GROUP MEMBERS: STEVEN M. SPURLOCK SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ZILLOW INC CENTRAL INDEX KEY: 0001334814 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 202000033 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86668 FILM NUMBER: 13605555 BUSINESS ADDRESS: STREET 1: 1301 SECOND AVENUE STREET 2: FLOOR 31 CITY: SEATTLE STATE: WA ZIP: 98101 BUSINESS PHONE: 206-470-7000 MAIL ADDRESS: STREET 1: 1301 SECOND AVENUE STREET 2: FLOOR 31 CITY: SEATTLE STATE: WA ZIP: 98101 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Benchmark Capital Partners V L P CENTRAL INDEX KEY: 0001297648 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 2480 SAND HILL RD STREET 2: SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-854-8180 MAIL ADDRESS: STREET 1: 2480 SAND HILL RD STREET 2: SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 SC 13G/A 1 v334513_sc13ga.htm SC 13G/A

 

SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 

Schedule 13G

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
(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)

 

xRule 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 18 Pages

Exhibit Index Contained on Page 17

 

 
 

 

CUSIP NO. 98954A107 13 G Page 2 of 18

  

1 NAME OF REPORTING PERSON              Benchmark Capital Partners V, L.P. (“BCP V”)
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

 5 SOLE VOTING POWER
1,007,661 shares, except that Benchmark Capital Management Co. V, L.L.C. (“BCMC V”), the general partner of BCP V, may be deemed to have sole power to vote these shares, and Alexandre Balkanski (“Balkanski”), Bruce W. Dunlevie (“Dunlevie”), Peter Fenton (“Fenton”), J. William Gurley (“Gurley”), Kevin R. Harvey (“Harvey”), Robert C. Kagle (“Kagle”) and Steven M. Spurlock (“Spurlock”), the members of BCMC V, may be deemed to have shared power to vote these shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
1,007,661 shares, except that BCMC V, the general partner of BCP V, may be deemed to have sole power to dispose of these shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle and Spurlock, the members of BCMC V, may be deemed to have shared power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                                                                                            1,007,661
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES                                                                                                           ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
                                                                                                                                                    3.9%
12 TYPE OF REPORTING PERSON
                                                                                                                                                    PN

 

 
 

 

CUSIP NO. 98954A107 13 G Page 3 of 18

 

1 NAME OF REPORTING PERSON              Benchmark Founders’ Fund V, L.P. (“BFF V”)
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		 5 SOLE VOTING POWER
123,478 shares, except that BCMC V, the general partner of BFF V, may be deemed to have sole power to vote these shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle and Spurlock, the members of BCMC V, may be deemed to have shared power to vote these shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
123,478 shares, except that BCMC V, the general partner of BFF V, may be deemed to have sole power to dispose of these shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle and Spurlock, the members of BCMC V, may be deemed to have shared power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                                                                                            123,478
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES                                                                                                           ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
                                                                                                                                                    0.1%
12 TYPE OF REPORTING PERSON
                                                                                                                                                    PN

 

 
 

 

CUSIP NO. 98954A107 13 G Page 4 of 18

 

1 NAME OF REPORTING PERSON               Benchmark Founders’ Fund V-A, L.P. (“BFF V-A”)
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		 5 SOLE VOTING POWER
23,640 shares, except that BCMC V, the general partner of BFF V-A, may be deemed to have sole power to vote these shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle and Spurlock, the members of BCMC V, may be deemed to have shared power to vote these shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
23,640 shares, except that BCMC V, the general partner of BFF V-A, may be deemed to have sole power to dispose of these shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle and Spurlock, the members of BCMC V, may be deemed to have shared power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                                                                                             23,640
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES                                                                                                           ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
                                                                                                                                                    0.0%
12 TYPE OF REPORTING PERSON
                                                                                                                                                    PN

 

 
 

 

CUSIP NO. 98954A107 13 G Page 5 of 18

 

1 NAME OF REPORTING PERSON               Benchmark Founders’ Fund V-B, L.P. (“BFF V-B”)
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		 5 SOLE VOTING POWER
18,603 shares, except that BCMC V, the general partner of BFF V-B, may be deemed to have sole power to vote these shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle and Spurlock, the members of BCMC V, may be deemed to have shared power to vote these shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
18,603 shares, except that BCMC V, the general partner of BFF V-B, may be deemed to have sole power to dispose of these shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle and Spurlock, the members of BCMC V, may be deemed to have shared power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                                                                                            18,603
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES                                                                                                           ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
                                                                                                                                                    0.0%
12 TYPE OF REPORTING PERSON
                                                                                                                                                    PN

 

 
 

 

CUSIP NO. 98954A107 13 G Page 6 of 18

 

1 NAME OF REPORTING PERSON               Benchmark Capital Management Co. 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		 5 SOLE VOTING POWER
1,317,819 shares, of which 1,007,661 are directly owned by BCP V, 123,478 are directly owned by BFF V, 23,640 are directly owned by BFF V-A, 18,603 are directly owned by BFF V-B and 144,437 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V, the general partner of BCP V, BFF V, BFF V-A and BFF V-B, may be deemed to have sole power to vote these shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle and Spurlock, the members of BCMC V, may be deemed to have shared power to vote these shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
1,317,819 shares, of which 1,007,661 are directly owned by BCP V, 123,478 are directly owned by BFF V, 23,640 are directly owned by BFF V-A, 18,603 are directly owned by BFF V-B and 144,437 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V, the general partner of BCP V, BFF V, BFF V-A and BFF V-B, may be deemed to have sole power to dispose of these shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle and Spurlock, the members of BCMC V, may be deemed to have shared power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                                                                                            1,317,819
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES                                                                                                           ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
                                                                                                                                                 5.1%
12 TYPE OF REPORTING PERSON
                                                                                                                                                     OO

 

 
 

 

CUSIP NO. 98954A107 13 G Page 7 of 18

 

1 NAME OF REPORTING PERSON               Alexandre Balkanski
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                                                                             (a)          ¨          (b)         x
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
       U.S. Citizen


NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

 5 SOLE VOTING POWER
0 shares
6 SHARED VOTING POWER
1,317,819 shares, of which 1,007,661 are directly owned by BCP V, 123,478 are directly owned by BFF V, 23,640 are directly owned by BFF V-A, 18,603 are directly owned by BFF V-B and 144,437 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Balkanski, a member of BCMC V, may be deemed to have shared power to vote these shares.
7 SOLE DISPOSITIVE POWER
0 shares
8 SHARED DISPOSITIVE POWER
1,317,819 shares, of which 1,007,661 are directly owned by BCP V, 123,478 are directly owned by BFF V, 23,640 are directly owned by BFF V-A, 18,603 are directly owned by BFF V-B and 144,437 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Balkanski, a member of BCMC V, may be deemed to have shared power to have shared power to dispose of these shares.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                                                                                            1,317,819
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES                                                                                                           ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
                                                                                                                                                   5.1%
12 TYPE OF REPORTING PERSON                                                                                           IN

 

 

 
 

 

CUSIP NO. 98954A107 13 G Page 8 of 18

 

1 NAME OF REPORTING PERSON               Bruce W. Dunlevie
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                                                                             (a)          ¨          (b)         x
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen



NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 5 SOLE VOTING POWER
0 shares
6 SHARED VOTING POWER
1,317,819 shares, of which 1,007,661 are directly owned by BCP V, 123,478 are directly owned by BFF V, 23,640 are directly owned by BFF V-A, 18,603 are directly owned by BFF V-B and 144,437 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Dunlevie, a member of BCMC V, may be deemed to have shared power to vote these shares.
  7 SOLE DISPOSITIVE POWER
0 shares
  8 SHARED DISPOSITIVE POWER
1,317,819 shares, of which 1,007,661 are directly owned by BCP V, 123,478 are directly owned by BFF V, 23,640 are directly owned by BFF V-A, 18,603 are directly owned by BFF V-B and 144,437 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Dunlevie, a member of BCMC V, may be deemed to have shared power to dispose of these shares.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                                                                                            1,317,819
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES                                                                                                           ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
                                                                                                                                                    5.1%
12 TYPE OF REPORTING PERSON
                                                                                                                                                    IN

 

 
 

 

CUSIP NO. 98954A107 13 G Page 9 of 18

 

1 NAME OF REPORTING PERSON               Peter Fenton
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                                                                             (a)          ¨          (b)         x
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen


NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 5 SOLE VOTING POWER
0 shares
6 SHARED VOTING POWER
1,317,819 shares, of which 1,007,661 are directly owned by BCP V, 123,478 are directly owned by BFF V, 23,640 are directly owned by BFF V-A, 18,603 are directly owned by BFF V-B and 144,437 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Fenton, a member of BCMC V, may be deemed to have shared power to vote these shares.
  7 SOLE DISPOSITIVE POWER
0 shares
  8 SHARED DISPOSITIVE POWER
1,317,819 shares, of which 1,007,661 are directly owned by BCP V, 123,478 are directly owned by BFF V, 23,640 are directly owned by BFF V-A, 18,603 are directly owned by BFF V-B and 144,437 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Fenton, a member of BCMC V, may be deemed to have shared power to dispose of these shares.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                                                                                            1,317,819
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES                                                                                                           ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
                                                                                                                                                    5.1%
12 TYPE OF REPORTING PERSON
                                                                                                                                                    IN

 

 
 

 

CUSIP NO. 98954A107 13 G Page 10 of 18

 

1 NAME OF REPORTING PERSON               J. William Gurley
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                                                                          (a)          ¨           (b)          x
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen

 

NUMBER OF


SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH

 5 SOLE VOTING POWER
13,438 shares issuable pursuant to outstanding options exercisable within 60 days of December 31, 2012.
6 SHARED VOTING POWER
1,317,819 shares, of which 1,007,661 are directly owned by BCP V, 123,478 are directly owned by BFF V, 23,640 are directly owned by BFF V-A, 18,603 are directly owned by BFF V-B and 144,437 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Gurley, a member of BCMC V, may be deemed to have shared power to vote these shares.
  7 SOLE DISPOSITIVE POWER
13,438 shares issuable pursuant to outstanding options exercisable within 60 days of December 31, 2012.
  8 SHARED DISPOSITIVE POWER
1,317,819 shares, of which 1,007,661 are directly owned by BCP V, 123,478 are directly owned by BFF V, 23,640 are directly owned by BFF V-A, 18,603 are directly owned by BFF V-B and 144,437 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Gurley, a member of BCMC V, may be deemed to have shared power to dispose of these shares.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                                                                                            1,331,257
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES                                                                                                           ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
                                                                                                                                                    5.1%
12 TYPE OF REPORTING PERSON
                                                                                                                                                    IN

 

 
 

 

CUSIP NO. 98954A107 13 G Page 11 of 18

 

1 NAME OF REPORTING PERSON Kevin R. Harvey
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                                                                           (a)          ¨           (b)         x
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen


NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 5 SOLE VOTING POWER
0 shares
6 SHARED VOTING POWER
1,317,819 shares, of which 1,007,661 are directly owned by BCP V, 123,478 are directly owned by BFF V, 23,640 are directly owned by BFF V-A, 18,603 are directly owned by BFF V-B and 144,437 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Harvey, a member of BCMC V, may be deemed to have shared power to vote these shares.
  7 SOLE DISPOSITIVE POWER
0 shares
  8 SHARED DISPOSITIVE POWER
1,317,819 shares, of which 1,007,661 are directly owned by BCP V, 123,478 are directly owned by BFF V, 23,640 are directly owned by BFF V-A, 18,603 are directly owned by BFF V-B and 144,437 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Harvey, a member of BCMC V, may be deemed to have shared power to dispose of these shares.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                                                                                            1,317,819
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES                                                                                                           ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
                                                                                                                                                    5.1%
12 TYPE OF REPORTING PERSON
                                                                                                                                                    IN

 

 
 

 

CUSIP NO. 98954A107 13 G Page 12 of 18

 

1 NAME OF REPORTING PERSON Robert C. Kagle
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                                                                          (a)          ¨           (b)          x
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen


NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 5 SOLE VOTING POWER
0 shares
6 SHARED VOTING POWER
1,317,819 shares, of which 1,007,661 are directly owned by BCP V, 123,478 are directly owned by BFF V, 23,640 are directly owned by BFF V-A, 18,603 are directly owned by BFF V-B and 144,437 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Kagle, a member of BCMC V, may be deemed to have shared power to vote these shares.
  7 SOLE DISPOSITIVE POWER
0 shares
  8 SHARED DISPOSITIVE POWER
1,317,819 shares, of which 1,007,661 are directly owned by BCP V, 123,478 are directly owned by BFF V, 23,640 are directly owned by BFF V-A, 18,603 are directly owned by BFF V-B and 144,437 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Kagle, a member of BCMC V, may be deemed to have shared power to dispose of these shares.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                                                                                            1,317,819
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES                                                                                                           ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
                                                                                                                                                    5.1%
12 TYPE OF REPORTING PERSON
                                                                                                                                                    IN

 

 
 

 

CUSIP NO. 98954A107 13 G Page 13 of 18

 

1 NAME OF REPORTING PERSON Steven M. Spurlock
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                                                                           (a)          ¨           (b)          x
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH

 5 SOLE VOTING POWER
0 shares
6 SHARED VOTING POWER
1,317,819 shares, of which 1,007,661 are directly owned by BCP V, 123,478 are directly owned by BFF V, 23,640 are directly owned by BFF V-A, 18,603 are directly owned by BFF V-B and 144,437 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Spurlock, a member of BCMC V, may be deemed to have shared power to vote these shares.
  7 SOLE DISPOSITIVE POWER
0 shares
  8 SHARED DISPOSITIVE POWER
1,317,819 shares, of which 1,007,661 are directly owned by BCP V, 123,478 are directly owned by BFF V, 23,640 are directly owned by BFF V-A, 18,603 are directly owned by BFF V-B and 144,437 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Spurlock, a member of BCMC V, may be deemed to have shared power to dispose of these shares.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                                                                                             1,317,819
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES                                                                                                           ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
                                                                                                                                                    5.1%
12 TYPE OF REPORTING PERSON
                                                                                                                                                    IN

 

 
 

 

CUSIP NO. 98954A107 13 G Page 14 of 18

 

This Amendment No. 1 amends and restates in its entirety the Schedule 13G previously filed by Benchmark Capital Partners V, L.P., a Delaware limited partnership (“BCP V”), Benchmark Founders’ Fund V, L.P., a Delaware limited partnership (“BFF V”), Benchmark Founders’ Fund V-A, L.P., a Delaware limited partnership (“BFF V-A”), Benchmark Founders’ Fund V-B, L.P., a Delaware limited partnership (“BFF V-B”), Benchmark Capital Management Co. V, L.L.C., a Delaware limited liability company (“BCMC V”), and Alexandre Balkanski (“Balkanski”), Bruce W. Dunlevie (“Dunlevie”), Peter Fenton (“Fenton”), J. William Gurley (“Gurley”), Kevin R. Harvey (“Harvey”), Robert C. Kagle (“Kagle”) and Steven M. Spurlock (“Spurlock”) (together with all prior and current amendments thereto, this “Schedule 13G”).

 

ITEM 1(A). NAME OF ISSUER
   
  Zillow, Inc.
   
ITEM 1(B). ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
   
  1301 Second Avenue
  Floor 31
  Seattle, WA 98101
   
ITEM 2(A). NAME OF PERSONS FILING
   
  This Statement is filed by BCP V, BFF V, BFF V-A, BFF V-B, BCMC V, Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle and Spurlock. The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”
   
  BCMC V, the general partner of BCP V, BFF V, BFF V-A and BFF V-B, may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by BCP V, BFF V, BFF V-A and BFF V-B. Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle and Spurlock are members of BCMC V and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by BCP V, BFF V, BFF V-A and BFF V-B.
   
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE
   
  The address for each reporting person is:
   
  Benchmark Capital
  2480 Sand Hill Road, Suite 200
  Menlo Park, California 94025
   
ITEM 2(C). CITIZENSHIP
   
  BCP V, BFF V, BFF V-A and BFF V-B are Delaware limited partnerships. BCMC V is a Delaware limited liability company. Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle and Spurlock are United States Citizens.

 

ITEM 2(D) and (E). TITLE OF CLASS OF SECURITIES AND CUSIP NUMBER

 

  Class A Common Stock
  CUSIP # 98954A107
   
ITEM 3. Not Applicable.
   
ITEM 4. OWNERSHIP
   
  Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

 

 
 

  

CUSIP NO. 98954A107 13 G Page 15 of 18

 

(a)          Amount beneficially owned:

See Row 9 of cover page for each Reporting Person.

 

(b)          Percent of Class:

See Row 11 of cover page for each Reporting Person.

 

(c)          Number of shares as to which such person has:

 

(i)Sole power to vote or to direct the vote:

See Row 5 of cover page for each Reporting Person.

 

(ii)Shared power to vote or to direct the vote:

 

See Row 6 of cover page for each Reporting Person.

 

(iii)Sole power to dispose or to direct the disposition of:

 

See Row 7 of cover page for each Reporting Person.

 

(iv)Shared power to dispose or to direct the disposition of:

See Row 8 of cover page for each Reporting Person.

 

ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
   
  Not applicable.
   
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
   
  Under certain circumstances set forth in the limited partnership agreements of BCP V, BFF V, BFF V-A and BFF V-B, and the limited liability company agreement of BCMC V, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a partner or member, as the case may be.
   
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
   
  Not applicable.
   
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
   
  Not applicable.
   
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
   
  Not applicable.
   
ITEM 10. CERTIFICATION
   
  Not applicable.

 

 
 

 

CUSIP NO. 98954A107 13 G Page 16 of 18

 

 

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.

 

Date: February 13, 2013

 

  BENCHMARK CAPITAL PARTNERS V, L.P., a Delaware Limited Partnership
   
  BENCHMARK FOUNDERS’ FUND V, L.P., a Delaware Limited Partnership
   
  BENCHMARK FOUNDERS’ FUND V-A, L.P., a Delaware Limited Partnership
   
  BENCHMARK FOUNDERS’ FUND V-B, L.P., a Delaware Limited Partnership
   
  BENCHMARK CAPITAL MANAGEMENT CO. V, L.L.C., a Delaware Limited Liability Company
   
  By: /s/ Steven M. Spurlock
    Steven M. Spurlock
    Managing Member
   
  ALEXANDRE BALKANSKI
  BRUCE W. DUNLEVIE
  PETER FENTON
  J. WILLIAM GURLEY
  KEVIN R. HARVEY
  ROBERT C. KAGLE
  STEVEN M. SPURLOCK
   
  By: /s/ Steven M. Spurlock
    Steven M. Spurlock
    Attorney-in-Fact*

 

*Signed pursuant to a Power of Attorney already on file with the appropriate agencies.

 

 
 

 

CUSIP NO. 98954A107 13 G Page 17 of 18

 

EXHIBIT INDEX

 

    Found on
Sequentially
Exhibit   Numbered Page
     
Exhibit A: Agreement of Joint Filing   18
     

 

 
 

 

CUSIP NO. 98954A107 13 G Page 18 of 18

 

exhibit A

 

Agreement of Joint Filing

 

The Reporting Persons agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of Zillow, Inc. shall be filed on behalf of each of the Reporting Persons. Note that copies of the applicable Agreement of Joint Filings are already on file with the appropriate agencies.