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Zillow (Z) S-8 POSRegistration of securities for employees (post-effective amendment)

Filed: 6 Aug 20, 4:49pm

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As filed with the Securities and Exchange Commission on August 6, 2020

Registration No. 333-236524

Registration No. 333-233105

Registration No. 333-229772

Registration No. 333-223045

Registration No. 333-216002

Registration No. 333-212933

Registration No. 333-209951

Registration No. 333-206512

Registration No. 333-206434

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT

NO. 333-236524

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT

NO. 333-233105

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT

NO. 333-229772

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT

NO. 333-223045

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT

NO. 333-216002

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT

NO. 333-212933

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT

NO. 333-209951

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT

NO. 333-206512

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT

NO. 333-206434

UNDER

THE SECURITIES ACT OF 1933

ZILLOW GROUP, INC.

(Exact name of registrant as specified in its charter)

Washington

47-1645716

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

1301 Second Avenue, Floor 31

Seattle, Washington 98101

(Address of principal executive offices, including zip code)

ZILLOW GROUP, INC. AMENDED AND RESTATED 2011 INCENTIVE PLAN

ZILLOW GROUP, INC. 2020 INCENTIVE PLAN

(Full title of the plans)

Richard Barton

Chief Executive Officer

Zillow Group, Inc.

1301 Second Avenue, Floor 31

Seattle, Washington 98101

(206) 470-7000

(Name, address and telephone number, including area code, of agent for service)

Copies to:

Jennifer Rock

Chief Accounting Officer

Zillow Group, Inc.

1301 Second Avenue, Floor 31

Seattle, Washington 98101

(206) 470-7000

Allison C. Handy

Kelly Reinholdtsen

Perkins Coie LLP

1201 Third Avenue, Suite 4900

Seattle, Washington 98101

(206) 359-8000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer		☒		Accelerated filer		☐

Non-accelerated filer		☐		Smaller reporting company		☐

				Emerging growth company		☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

On June 9, 2020 (the “Effective Date”), the shareholders of Zillow Group, Inc. (the “Registrant”) approved the Zillow Group, Inc. 2020 Incentive Plan (the “2020 Plan”). The 2020 Plan replaces the Zillow Group, Inc. Amended and Restated 2011 Incentive Plan (the “Prior Plan”). The total number of shares of the Registrant’s Class C capital stock authorized for issuance under the 2020 Plan includes, in addition to 12,400,000 new shares (registered previously on a new registration statement on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on May 7, 2020 (Commission File No. 333-238077)): (i) 4,133,094 shares previously authorized for issuance but not granted or subject to outstanding awards under the Prior Plan as of the Effective Date and (ii) up to 32,866,837 shares subject to outstanding awards under the Prior Plan as of the Effective Date that on or after that date expire or terminate without being settled in shares under the Prior Plan (together, the “Prior Plan Shares”).

In accordance with Item 512(a)(1)(iii) of Regulation S-K and Commission Compliance and Disclosure Interpretation 126.43, the following post-effective amendments to registration statements on Form S-8 (together, the “Post Effective Amendments”) are hereby filed to cover the issuance of the Prior Plan Shares pursuant to the terms of the 2020 Plan (to the extent such shares of Class C capital stock previously registered on Form S-8 with respect to the Prior Plan are, or become, issuable under the 2020 Plan):

•

Post-Effective Amendment No. 1 to Registration Statement No. 333-236524

•

Post-Effective Amendment No. 1 to Registration Statement No. 333-233105

•

Post-Effective Amendment No. 1 to Registration Statement No. 333-229772

•

Post-Effective Amendment No. 1 to Registration Statement No. 333-223045

•

Post-Effective Amendment No. 1 to Registration Statement No. 333-216002

•

Post-Effective Amendment No. 1 to Registration Statement No. 333-212933

•

Post-Effective Amendment No. 1 to Registration Statement No. 333-209951

•

Post-Effective Amendment No. 1 to Registration Statement No. 333-206512

•

Post-Effective Amendment No. 1 to Registration Statement No. 333-206434

PART II

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.

Incorporation of Certain Documents by Reference

The Registrant hereby incorporates by reference into this Registration Statement the following documents filed with the Commission by the Registrant (Commission File No. 001-36853) (except for the portions of Current Reports on Form 8-K furnished pursuant to Item 2.02 or Item 7.01 thereof, and any associated exhibits furnished pursuant to Item 9.01 thereof, or otherwise not filed with the Commission):

(a) the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed on February 19, 2020, which contains the audited consolidated financial statements of the Registrant for the latest fiscal year for which such statements have been filed;

(b) the Registrant’s Quarterly Reports on Form 10-Q for the quarterly period ended March 31, 2020, filed on May 7, 2020, and for the quarterly period ended June 30, 2020, filed on August 6, 2020;

(c) the Registrant’s Current Reports on Form 8-K filed on April 7, 2020, May 14, 2020, May 18, 2020, June 5, 2020 and June 10, 2020; and

(d) the description of the Registrant’s Class C capital stock contained in the Registrant’s registration statement on Form 8-A filed on July 29, 2015, pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.

All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof (excluding any documents or portions of such documents that are furnished pursuant to Item 2.02 or Item 7.01 of a Current Report on Form 8-K, and any associated exhibits furnished pursuant to Item 9.01 thereof, that are otherwise not filed with the Commission), and prior to the filing of a post-effective amendment that indicates that all the securities offered hereby have been sold or that deregisters the securities offered hereby then remaining unsold, shall also be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents.

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Any statement contained in this Registration Statement or in a document incorporated or deemed to be incorporated by reference in this Registration Statement will be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this Registration Statement modifies or supersedes that statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4.

Description of Securities

Not applicable.

Item 5.

Interests of Named Experts and Counsel

Not applicable.

Item 6.

Indemnification of Directors and Officers

Washington law provides that a director of a corporation will not be personally liable for reasonable expenses incurred in the wholly successful defense of a proceeding to which the director was a party because of being a director. Washington law provides further that a director may be indemnified against liability incurred in a proceeding to which he or she is a party because of being a director so long as:

•

the director acted in good faith;

•

the director reasonably believed, in the case of conduct in the director’s official capacity, that his or her conduct was in the corporation’s best interests or, in all other cases, that his or her conduct was not opposed to the best interests of the corporation; and

•

in the case of a criminal proceeding, the director had no reasonable cause to believe his or her conduct was unlawful.

Directors generally may not, however, be indemnified:

•

in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation;

•

in connection with any other proceeding in which the director was adjudged liable for receiving improper personal benefit;

•

for acts or omissions of the director that involve intentional misconduct or knowing violation of law; or

•

for unlawful distributions to shareholders.

The Registrant’s amended and restated articles of incorporation and amended and restated bylaws provide that the Registrant will indemnify its directors and officers to the fullest extent permitted by law. The Registrant’s amended and restated bylaws also permit the Registrant to secure insurance on behalf of any officer or director for any liability arising out of his or her actions in connection with his or her services to the Registrant, regardless of whether the Registrant’s bylaws permit such indemnification.

The Registrant has entered into agreements to indemnify its directors and certain of its officers to the fullest extent allowed under Washington law. These agreements provide, among other things, that the Registrant will indemnify its directors and certain of its officers for certain expenses (including attorneys’ fees), judgments, fines and settlement amounts reasonably incurred by such person in any action or proceeding, including any action by or in the Registrant’s right, on account of any services undertaken by such person on the Registrant’s behalf or that person’s status as a director or officer of the Registrant. The Registrant also has obtained directors’ and officers’ liability insurance.

Item 7.

Exemption From Registration Claimed

Not applicable.

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Item 8.

Exhibits


Exhibit Number		Description

5.1*		Opinion of Perkins Coie LLP regarding legality of the Class C capital stock registered with respect to the Prior Plan (incorporated herein by reference to Exhibit 5.1 to the Registrant’s Registration Statement on Form S-8, filed on February 19, 2020) (Commission File No. 333-236524)

5.2*		Opinion of Perkins Coie LLP regarding legality of the Class C capital stock registered with respect to the Prior Plan (incorporated herein by reference to Exhibit 5.1 to the Registrant’s Registration Statement on Form S-8, filed on August 8, 2019) (Commission File No. 333-233105)

5.3*		Opinion of Perkins Coie LLP regarding legality of the Class C capital stock registered with respect to the Prior Plan (incorporated herein by reference to Exhibit 5.1 to the Registrant’s Registration Statement on Form S-8, filed on February 21, 2019) (Commission File No. 333-229772)

5.4*		Opinion of Perkins Coie LLP regarding legality of the Class C capital stock registered with respect to the Prior Plan (incorporated herein by reference to Exhibit 5.1 to the Registrant’s Registration Statement on Form S-8, filed on February 15, 2018) (Commission File No. 333-223045)

5.5*		Opinion of Perkins Coie LLP regarding legality of the Class C capital stock registered with respect to the Prior Plan (incorporated herein by reference to Exhibit 5.1 to the Registrant’s Registration Statement on Form S-8, filed on February 10, 2017) (Commission File No. 333-216002)

5.6*		Opinion of Perkins Coie LLP regarding legality of the Class C capital stock registered with respect to the Prior Plan (incorporated herein by reference to Exhibit 5.1 to the Registrant’s Registration Statement on Form S-8, filed on August 5, 2016) (Commission File No. 333-212933)

5.7*		Opinion of Perkins Coie LLP regarding legality of the Class C capital stock registered with respect to the Prior Plan (incorporated herein by reference to Exhibit 5.1 to the Registrant’s Registration Statement on Form S-8, filed on March 4, 2016) (Commission File No. 333-209951)

5.8*		Opinion of Perkins Coie LLP regarding legality of the Class C capital stock registered with respect to the Prior Plan (incorporated herein by reference to Exhibit 5.1 to the Registrant’s Registration Statement on Form S-8, filed on August 21, 2015) (Commission File No. 333-206512)

5.9*		Opinion of Perkins Coie LLP regarding legality of the Class C capital stock registered with respect to the Prior Plan (incorporated herein by reference to Exhibit 5.1 to the Registrant’s Registration Statement on Form S-8, filed on August 17, 2015) (Commission File No. 333-206434)

5.10+		Opinion of Perkins Coie LLP

23.1+		Consent of Deloitte & Touche, independent registered public accounting firm

23.2+		Consent of Perkins Coie LLP (included in opinion filed as Exhibit 5.10)

24.1+		Power of Attorney (see signature page)

99.1*		Zillow Group, Inc. 2020 Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Registrant��s Current Report on Form 8-K filed with the Commission on June 10, 2020) (Commission File No. 001-36853)

99.2*		Zillow Group, Inc. Amended and Restated 2011 Incentive Plan (incorporated herein by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed with Commission on August 5, 2016) (Commission File No. 001-36853)

+	Filed herewith.

*	Incorporated herein by reference.

Item 9.

Undertakings

A. The undersigned Registrant hereby undertakes:

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(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(a) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the “Securities Act”);

(b) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and

(c) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided, however, that paragraphs (1)(a) and (1)(b) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

C. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seattle, State of Washington, on August 6, 2020.


ZILLOW GROUP, INC.

By:		/S/ RICHARD BARTON
Name:		Richard Barton
Title:		Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Richard Barton and Allen Parker, or either of them, as his or her attorneys-in-fact, with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Registration Statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated below on August 6, 2020.


Signature		Title

/S/ RICHARD BARTON		Chief Executive Officer (Principal Executive Officer) and Director
Richard Barton

/S/ ALLEN PARKER		Chief Financial Officer (Principal Financial Officer)
Allen Parker

/S/ JENNIFER ROCK		Chief Accounting Officer (Principal Accounting Officer)
Jennifer Rock

/S/ LLOYD D. FRINK		Executive Chairman, President and Director
Lloyd D. Frink

/S/ AMY C. BOHUTINSKY		Director
Amy C. Bohutinsky

/S/ ERIK BLACHFORD		Director
Erik Blachford

/S/ JAY C. HOAG		Director
Jay C. Hoag

/S/ GREGORY B. MAFFEI		Director
Gregory B. Maffei

/S/ GORDON STEPHENSON		Director
Gordon Stephenson

/S/ APRIL UNDERWOOD		Director
April Underwood

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