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Information on Our New Class of Shares

On July 20, 2015 our Board of Directors approved the issuance of the Class C stock dividend and set July 21, 2015 as the record date. The Class C stock dividend had an August 17, 2015 ex-dividend date, and shares began trading on August 17, 2015.

Class of Shares

What is changing? What is the projected trading timeline? What symbols will be trading? What is the impact to trading? What is the ratio of Class C shares to be issued? What are the issue details? How should we retain market data history? Where can I find information related to the cost basis allocation between Class C and Class A?

What is changing?

On July 21, 2015, Zillow Group, Inc. (NASDAQ:Z) announced that its Board of Directors approved the distribution of shares of Class C capital stock to its shareholders distribution of the Class C capital stock will occur as a dividend to shareholders with a dividend record date of July 31, 2015 and a dividend payment date of August 14, 2015.

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What is the projected trading timeline?

projected timeline

On July 31, 2015, the Class C shares will commence trading on a WHEN ISSUED basis (ZCVVV). At that same time, the EX DISTRIBUTION WHEN ISSUED market for the Class A shares (ZAVVV) would be made available. This market represents the ability to trade the Class A stock without entitlement to the Class C capital stock distribution.

July

From July 31, 2015 through August 14, 2015 Nasdaq will be trading:

  • Class A shares regular way, with entitlement to the Class C shares (Z)
  • Class C shares when issued (ZCVVV)
  • Class A shares on an EX Distribution, when issued basis (ZAVVV)
August 14

After the close of market on August 14, 2015, Nasdaq will review the closing price of the Class C shares (ZCVVV) and determine and announce what the adjustment amount for the Class A shares will be on the EX date of August 17, 2015. On the EX date, the closing price of the Class A shares (new symbol ZG) will reflect the adjustment amount.

August 17

Effective on the EX date, August 17, 2015:

  • Class A shares will have a symbol change from Z to ZG. The stock is EX on this date and commences trading at the adjusted price.
  • Class C shares will have a symbol change from ZCVVV to Z, and commence trading on a regular way (T+3) basis. The WHEN ISSUED settlement date will be August 20, 2015.
  • The market for the Class A shares on an EX Distribution, WHEN ISSUED basis (ZAVVV) will be suspended since the Class A stock is EX on this date.
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What symbols will be trading?

JULY 31- AUGUST 14 AUGUST 17
  • CLASS A shares will trade regular way, with entitlement to the CLASS C shares Z
  • CLASS C shares will trade on a when issued basis ZCVVV
  • CLASS A shares will trade on an EX Distribution, when issued basis ZAVVV
  • CLASS A shares ZG
  • CLASS C shares Z
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What is the impact to trading?

Market participants must be sure to reflect the correct symbol in their trading. Failure to do so could result in trading of the wrong class of shares or an invalid symbol. Please refer to the trading symbol timeline for reference.

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What is the ratio of Class C shares to be issued?

Zillow will issue two shares of Class C capital stock for every Class A common stock or Class B common stock held.

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What are the issue details?

CLASS CUSIP
Class A 98954M101
Class C 98954M200
Class A Ex Distribution 98954M119

Please note: the CUSIP numbers will not change in conjunction with the changes happening on August 17, 2015 when Z changes to ZG and ZCVVV changes to Z.

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How should we retain market data history?

Zillow Class A stock (Z) history should carry over to the ZG symbol on August 17, 2015. Zillow Class C capital stock (ZCVVV) history should carry over to the Z symbol on August 17, 2015.

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Where can I find information related to the cost basis allocation between Class C and Class A?

Please refer to Zillow Group’s Form 8937 prepared in connection with the Class C capital stock distribution.

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