Edgar Filing: BENCHMARK FOUNDERS FUND V LP

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Benchmark Capital Management Co. V, L.L.C.

2. Issuer Name and Ticker or Trading Symbol
ZILLOW INC [Z]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

2480 SAND HILL ROAD, SUITE 200,

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2012

(Street)

MENLO PARK, CA 94025

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	02/17/2012		J⁽¹⁾		595,707	D	$ 0	1,389,983	I	See footnote ⁽²⁾
Class A Common Stock	02/17/2012		J⁽¹⁾		72,997	D	$ 0	170,327	I	See footnote ⁽³⁾
Class A Common Stock	02/17/2012		J⁽¹⁾		13,976	D	$ 0	32,610	I	See footnote ⁽⁴⁾
Class A Common Stock	02/17/2012		J⁽¹⁾		10,998	D	$ 0	25,661	I	See footnote ⁽⁵⁾
Class A Common Stock	02/17/2012		J⁽⁶⁾		26,334	A	$ 0	26,334	I	See footnote ⁽⁷⁾
Class A Common Stock	02/17/2012		J⁽⁶⁾		4,234	A	$ 0	4,234	I	See footnote ⁽⁸⁾
Class A Common Stock	02/17/2012		J⁽⁶⁾		10,081	A	$ 0	10,081	I	See footnote ⁽⁹⁾
Class A Common Stock	02/17/2012		J⁽⁶⁾		24,519	A	$ 0	24,519	I	See footnote ⁽¹⁰⁾
Class A Common Stock	02/17/2012		J⁽⁶⁾		44,682	A	$ 0	44,682	I	See footnote ⁽¹¹⁾
Class A Common Stock	02/17/2012		J⁽⁶⁾		28,552	A	$ 0	28,552	I	See footnote ⁽¹²⁾
Class A Common Stock	02/17/2012		J⁽⁶⁾		7,139	A	$ 0	7,139	I	See footnote ⁽¹³⁾
Class A Common Stock	02/21/2012		S		7,139	D	$ 31.6379 ⁽¹⁷⁾	0	I	See footnote ⁽¹³⁾
Class A Common Stock	02/17/2012		J⁽⁶⁾		2,750	A	$ 0	2,750	I	See footnote ⁽¹⁴⁾
Class A Common Stock	02/21/2012		S		2,750	D	$ 31.6664 ⁽¹⁶⁾	0	I	See footnote ⁽¹⁴⁾
Class A Common Stock	02/17/2012		J⁽¹⁾		779,066	D	$ 0	1,817,819	I	See footnote ⁽¹⁵⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Benchmark Capital Management Co. V, L.L.C. 2480 SAND HILL ROAD, SUITE 200 MENLO PARK, CA 94025		X
Benchmark Capital Partners V L P 2480 SAN HILL ROAD, SUITE 200 MENLO PARK, CA 94025		X
BENCHMARK FOUNDERS FUND V LP 2480 SAND HILL ROAD, SUITE 200 MENLO PARK, CA 94010		X
Benchmark Founders Fund V-A LP 2480 SAND HILL ROAD, SUITE 200 MENLO PARK, CA 94025		X
Benchmark Founders Fund V-B LP 2480 SAND HILL ROAD, SUITE 200 MENLO PARK, CA 94025		X
BALKANSKI ALEXANDRE 2480 SAND HILL ROAD SUITE 200 MENLO PARK, CA 94025		X
DUNLEVIE BRUCE 2480 SAND HILL ROAD SUITE 200 MENLO PARK, CA 94025		X
HARVEY KEVIN 2480 SAND HILL ROAD SUITE 200 MENLO PARK, CA 94025		X
KAGLE ROBERT 2480 SAND HILL ROAD MENLO PARK, CA 94025		X
SPURLOCK STEVEN M 2480 SAND HILL ROAD SUITE 200 MENLO PARK, CA 94025		X

Signatures

/s/ Steven M. Spurlock, as managing member of Benchmark Capital Management Co. V, L.L.C.		02/22/2012
^**Signature of Reporting Person		Date
/s/ Steven M. Spurlock, as general partner of Benchmark Capital Partners V, L.P.		02/22/2012
^**Signature of Reporting Person		Date
/s/ Steven M. Spurlock, as general partner of Benchmark Founders' Fund V, L.P.		02/22/2012
^**Signature of Reporting Person		Date
/s/ Steven M. Spurlock, as general partner of Benchmark Founders' Fund V-A, L.P.		02/22/2012
^**Signature of Reporting Person		Date
/s/ Steven M. Spurlock, as general partner of Benchmark Founders' Fund V-B, L.P.		02/22/2012
^**Signature of Reporting Person		Date
/s/ Steven M. Spurlock, by power of attorney for Alexandre Balkanski		02/22/2012
^**Signature of Reporting Person		Date
/s/ Steven M. Spurlock, by power of attorney for Bruce W. Dunlevie		02/22/2012
^**Signature of Reporting Person		Date
/s/ Steven M. Spurlock, by power of attorney for Kevin R. Harvey		02/22/2012
^**Signature of Reporting Person		Date
/s/ Steven M. Spurlock, by power of attorney for Robert C. Kagle		02/22/2012
^**Signature of Reporting Person		Date
/s/ Steven M. Spurlock		02/22/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Represents a pro-rata, in-kind distribution of Class A Common Stock of the Issuer by Benchmark Capital Partners V, L.P. ("BCP V") and its affiliated funds, without consideration, to their respective partners.
(2)	Shares owned directly by BCP V.
(3)	Shares owned directly by Benchmark Founders' Fund V, L.P. ("BFF V").
(4)	Shares held directly by Benchmark Founders' Fund V-A, L.P. ("BFF V-A").
(5)	Shares held directly by Benchmark Founders' Fund V-B, L.P. ("BFF V-B").
(6)	Represents the receipt of shares by virtue of a pro-rata, in-kind distribution of Class A Common Stock of the Issuer by BCP and its affiliated funds, without consideration, to their respective partners.
(7)	Shares owned directly by Alexandre Balkanski's family trust.
(8)	Shares owned directly by a limited partnership controlled by Alexandre Balkanski.
(9)	Shares owned directly by a limited liability company controlled by Bruce W. Dunlevie.
(10)	Shares owned directly by Bruce W. Dunlevie's family trust.
(11)	Shares owned directly by Kevin R. Harvey's family trust.
(12)	Shares owned directly by Robert C. Kagle.
(13)	Shares owned directly by Steven M. Spurlock's family trust.
(14)	Shares owned directly by Benchmark Capital Holdings Co., L.L.C., which serves as the firm's management company and is under common control with Benchmark Capital Management Co. V, L.L.C. ("BCMC V").
(15)	BCMC V, the Designated Filer and general partner of each of BCP V, BFF V, BFF V-A and BFF V-B, may be deemed to have the sole voting power and dispositive power over 1,817,819 shares of the Issuer's Class A Common Stock. BCMC V and each of its managing members disclaim beneficial ownership of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that BCMC V or any of its managing members is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.
(16)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.52 to $31.84, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote 16 to this Form 4.
(17)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.49 to $31.83, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote 2 to this Form 4.
Remarks: Alexandre Balkanski, Bruce W. Dunlevie, J. William Gurley, Kevin R. Harvey, Robert C. Kagle, Steven M. Spurlock, Peter H. Fenton and Mitchell H. Lasky are the managing members of BCMC V, which serves as the general partner to each of BCP V, BFF V, BFF V-A and BFF V-B (the "Benchmark V Funds"). Each reporting person disclaims the existence of a "group" and disclaims beneficial ownership of any securities except to the extent of such reporting person's pecuniary interest in such securities. This report is one of three reports, each on a separate Form 4, but relating to the same transaction being filed by BCMC V, its managing members and the Benchmark V Funds.

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