Edgar Filing: FENTON PETER H

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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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)
07/19/2011

(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	07/19/2011		C⁽¹⁾		1,985,689 ⁽¹⁾	A	$ 0	1,985,689	I	See Footnote ⁽²⁾
Class A Common Stock	07/19/2011		C⁽¹⁾		243,323 ⁽¹⁾	A	$ 0	243,323	I	See Footnote ⁽³⁾
Class A Common Stock	07/19/2011		C⁽¹⁾		46,586 ⁽¹⁾	A	$ 0	46,586	I	See Footnote ⁽⁴⁾
Class A Common Stock	07/19/2011		C⁽¹⁾		36,661 ⁽¹⁾	A	$ 0	36,661	I	See Footnote ⁽⁵⁾
Class A Common Stock	07/19/2011		C⁽¹⁾		2,596,884 ⁽¹⁾	A	$ 0	2,596,884	I	See Footnote ⁽⁶⁾

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

Series A Preferred Stock

$ 0

07/19/2011

C⁽¹⁾

5,800,738

⁽¹⁾

Class A Common Stock

1,716,194 ⁽¹⁾

$ 0

See Footnote ⁽²⁾

Series A Preferred Stock

$ 0

07/19/2011

C⁽¹⁾

710,814

⁽¹⁾

Class A Common Stock

210,300 ⁽¹⁾

$ 0

See Footnote ⁽³⁾

Series A Preferred Stock

$ 0

07/19/2011

C⁽¹⁾

136,094

⁽¹⁾

Class A Common Stock

40,264 ⁽¹⁾

$ 0

See Footnote ⁽⁴⁾

Series A Preferred Stock

$ 0

07/19/2011

C⁽¹⁾

107,091

⁽¹⁾

Class A Common Stock

31,684 ⁽¹⁾

$ 0

See Footnote ⁽⁵⁾

Series A Preferred Stock

$ 0

07/19/2011

C⁽¹⁾

7,586,206

⁽¹⁾

Class A Common Stock

2,244,440 ⁽¹⁾

$ 0

See Footnote ⁽⁶⁾

Series B Preferred Stock

$ 0

07/19/2011

C⁽¹⁾

580,075

⁽¹⁾

Class A Common Stock

171,620 ⁽¹⁾

$ 0

See Footnote ⁽²⁾

Series B Preferred Stock

$ 0

07/19/2011

C⁽¹⁾

71,081

⁽¹⁾

Class A Common Stock

21,030 ⁽¹⁾

$ 0

See Footnote ⁽³⁾

Series B Preferred Stock

$ 0

07/19/2011

C⁽¹⁾

13,609

⁽¹⁾

Class A Common Stock

4,026 ⁽¹⁾

$ 0

See Footnote ⁽⁴⁾

Series B Preferred Stock

$ 0

07/19/2011

C⁽¹⁾

10,709

⁽¹⁾

Class A Common Stock

3,168 ⁽¹⁾

$ 0

See Footnote ⁽⁵⁾

Series B Preferred Stock

$ 0

07/19/2011

C⁽¹⁾

758,621

⁽¹⁾

Class A Common Stock

224,443 ⁽¹⁾

$ 0

See Footnote ⁽⁶⁾

Series C Preferred Stock

$ 0

07/19/2011

C⁽¹⁾

330,818

⁽¹⁾

Class A Common Stock

97,875 ⁽¹⁾

$ 0

See Footnote ⁽²⁾

Series C Preferred Stock

$ 0

07/19/2011

C⁽¹⁾

40,538

⁽¹⁾

Class A Common Stock

11,994 ⁽¹⁾

$ 0

See Footnote ⁽³⁾

Series C Preferred Stock

$ 0

07/19/2011

C⁽¹⁾

7,762

⁽¹⁾

Class A Common Stock

2,296 ⁽¹⁾

$ 0

See Footnote ⁽⁴⁾

Series C Preferred Stock

$ 0

07/19/2011

C⁽¹⁾

6,107

⁽¹⁾

Class A Common Stock

1,807 ⁽¹⁾

$ 0

See Footnote ⁽⁵⁾

Series C Preferred Stock

$ 0

07/19/2011

C⁽¹⁾

432,644

⁽¹⁾

Class A Common Stock

128,001 ⁽¹⁾

$ 0

See Footnote ⁽⁶⁾

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 SAND HILL ROAD, SUITE 20 MENLO PARK, CA 94025		X
BENCHMARK FOUNDERS FUND V LP 2480 SAND HILL ROAD, SUITE 200 MENLO PARK, CA 94025		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
FENTON PETER H 2480 SAND HILL ROAD, SUITE 200 MENLO PARK, CA 94025		X
LASKY MITCHELL 2480 SAND HILL ROAD, SUITE 200 MENLO PARK, CA 94025		X
HARVEY KEVIN 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.		07/19/2011
^**Signature of Reporting Person		Date
/s/ Steven M. Spurlock, as managing member of Benchmark Capital Management Co. V, L.L.C. as general partner of Benchmark Capital Partners V, L.P.		07/19/2011
^**Signature of Reporting Person		Date
/s/ Steven M. Spurlock, as managing member of Benchmark Capital Management Co. V, L.L.C. as general partner of Benchmark Founders' Fund V, L.P.		07/19/2011
^**Signature of Reporting Person		Date
/s/ Steven M. Spurlock, a as managing member of Benchmark Capital Management Co. V, L.L.C. as general partner of Benchmark Founders' Fund V-A, L.P.		07/19/2011
^**Signature of Reporting Person		Date
/s/ Steven M. Spurlock, as managing member of Benchmark Capital Management Co. V, L.L.C. as general partner of Benchmark Founders' Fund V-B, L.P.		07/19/2011
^**Signature of Reporting Person		Date
/s/ Steven M. Spurlock, by power of attorney for Alexandre Balkanski		07/19/2011
^**Signature of Reporting Person		Date
/s/ Steven M. Spurlock, by power of attorney for Bruce W. Dunlevie		07/19/2011
^**Signature of Reporting Person		Date
/s/ Steven M. Spurlock, by power of attorney for Peter H. Fenton		07/19/2011
^**Signature of Reporting Person		Date
/s/ Steven M. Spurlock, by power of attorney for Mitchell H. Lasky		07/19/2011
^**Signature of Reporting Person		Date
/s/ Steven M. Spurlock, by power of attorney for Kevin R. Harvey		07/19/2011
^**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)	The Preferred Stock converted into Class A Common Stock on a 3.38-to-1 basis upon the effectiveness of the issuer's registration statement on Form S-1 under the Securities Act of 1933, filed in connection with the issuer's initial public offering, and had no expiration date. Any fractional share resulting from the conversion was cashed out.
(2)	Shares owned by Benchmark Capital Partners V, L.P. ("BCP V").
(3)	Shares owned by Benchmark Founders' Fund V, L.P. ("BFF V").
(4)	Shares owned by Benchmark Founders' Fund V-A, L.P. ("BFF V-A").
(5)	Shares owned by Benchmark Founders' Fund V-B, L.P. ("BFF V-B").
(6)	Benchmark Capital Management Co. IV, LLC ("BCMC V"), the general partner of each of BCP V, BFF V, BFF V-A and BFF V-B, may be deemed to have the sole voting and dispositive power over 2,596,884 shares of the issuer's Class A Common Stock. BCMC V and each of its managing members disclaim beneficial ownership of these shares of issuer's Class A Common Stock except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that BCMC V and each of its managing members is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.
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. 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 3, but relating to the same transaction being filed by BCP V, its managing members and the Benchmark V Funds. Form 1 of 3.

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