Zebra Holdco, Inc.
c/o Zillow, Inc.
1301 Second Avenue, Floor 31
Seattle, WA 98101
November 14, 2014
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: Barbara C. Jacobs, Assistant Director
| Re: | Zebra Holdco, Inc. |
Registration Statement on Form S-4
Filed September 12, 2014, as amended on October 20, 2014 and November 10, 2014
File No. 333-198695
Dear Ms. Jacobs:
In accordance with Rule 461 promulgated under the Securities Act of 1933, as amended, I am writing this letter on behalf of Zebra Holdco, Inc. (the “Company”) to request that the Securities and Exchange Commission (the “Commission”) declare the above-captioned registration statement effective at 4:00 p.m., November 17, 2014, or as soon as practicable thereafter.
The Company acknowledges that:
| • | should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
| • | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| • | the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
We request that we be notified of such effectiveness by a telephone call to Andrew B. Moore of Perkins Coie LLP, the Company’s counsel, at (206) 359-8649, or in his absence, Bradley D. Owens at (206) 757-4239, and that such effectiveness also be confirmed in writing.
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November 14, 2014
Page 2
| Sincerely, |
| /s/ Chad M. Cohen |
| Chad M. Cohen |
| Chief Financial Officer and Treasurer |
| cc: | Peter Flint |
| Trulia, Inc. |
| David F. McShea |
| Andrew B. Moore |
| Perkins Coie LLP |
| Steve L. Camahort |
| Shearman & Sterling LLP |
| Rezwan D. Pavri |
| Goodwin Procter LLP |
| Michael S. Ringler |
| Wilson Sonsini Goodrich & Rosati, P.C. |
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