0001352924-16-000007.txt : 20160212
0001352924-16-000007.hdr.sgml : 20160212
20160211180724
ACCESSION NUMBER: 0001352924-16-000007
CONFORMED SUBMISSION TYPE: SC 13G
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20160212
DATE AS OF CHANGE: 20160211
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: ZILLOW GROUP, INC.
CENTRAL INDEX KEY: 0001617640
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389]
IRS NUMBER: 471645716
STATE OF INCORPORATION: WA
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-88745
FILM NUMBER: 161413295
BUSINESS ADDRESS:
STREET 1: 1301 SECOND AVENUE, FLOOR 31
CITY: SEATTLE
STATE: WA
ZIP: 98101
BUSINESS PHONE: (206) 470-7000
MAIL ADDRESS:
STREET 1: 1301 SECOND AVENUE, FLOOR 31
CITY: SEATTLE
STATE: WA
ZIP: 98101
FORMER COMPANY:
FORMER CONFORMED NAME: Zebra Holdco Inc.
DATE OF NAME CHANGE: 20140822
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: Caledonia (Private) Investments Pty Ltd
CENTRAL INDEX KEY: 0001352924
IRS NUMBER: 000000000
STATE OF INCORPORATION: C3
FISCAL YEAR END: 0630
FILING VALUES:
FORM TYPE: SC 13G
BUSINESS ADDRESS:
STREET 1: LEVEL 7, GOLD FIELDS HOUSE,
STREET 2: 1 ALFRED STREET
CITY: SYDNEY NSW 2000
STATE: C3
ZIP: 2000
BUSINESS PHONE: (61-2) 9255-7608
MAIL ADDRESS:
STREET 1: LEVEL 7, GOLD FIELDS HOUSE,
STREET 2: 1 ALFRED STREET
CITY: SYDNEY NSW 2000
STATE: C3
ZIP: 2000
SC 13G
1
13G.txt
ZILLOW GROUP, INC 13G
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No.1 )
Zillow Group, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
98954M101
(CUSIP Number)
December 31, 2015
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
|x| Rule 13d-1(b)
|_| 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 the disclosures provided in a prior cover page.
The information required in 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).
1 Name of Reporting Person
IRS Identification No. of Above Person
Caledonia (Private) Investments Pty Limited (no EIN)
2 Check the Appropriate Box if a member of a Group
(a) |_|
(b) |_|
3 SEC USE ONLY
4 Citizenship or Place of Organization
Australia
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 Sole Voting Power
12,889,251
6 Shared Voting Power
0
7 Sole Dispositive Power
12,889,251
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
12,889,251
10 Check Box if the Aggregate Amount in Row (9) Excludes Certain
Shares |_|
11 Percent of Class Represented by Amount in Row 9
24.26%
12 Type of Reporting Person
IA
Item 1(a). Name of Issuer:
Zillow Group, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
1301 Second Avenue, Floor 31
Seattle, Washington 98101
Item 2(a). Names of Person Filing:
Caledonia (Private) Investments Pty Limited
Item 2(b). Address of Principal Business Office or, if none, Residence:
Level 7, Gold Fields House
1 Alfred Street
Sydney, NSW, 2000, Australia
Item 2(c). Citizenship:
Australia
Item 2(d). Title of Class of Securities: Class A
Common Stock
Item 2(e). CUSIP Number:
98954M101
Item 3. Type of Reporting Person.
If this statement is filed pursuant to Rule 13d-1(b) or Rule 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.
(d) |_| Investment company registered under section 8 of the
Investment Company Act of 1940 .
(e) |X| 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 of 1940;
(j) |_| Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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.
(a) Amount beneficially owned: 12,889,251
(b) Percent of class: 24.26%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 12,889,251
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 12,889,251
(iv) Shared power to dispose or to direct the disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class.
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
N/A
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security
Being Reported on by the Parent Holding Company.
N/A
Item 8. Identification and Classification of Members of the Group.
N/A
Item 9. Notice of Dissolution of Group.
N/A
Item 10. Certification.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and are held
in the ordinary course of business and 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.
Signature
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 12, 2016
By: Bernard Stanton
Caledonia (Private) Investments Pty Limited
Its: Director