UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): February 5, 2013
ZILLOW, INC.
(Exact name of registrant as specified in its charter)
| Washington | 001-35237 | 20-2000033 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification Number) | ||
| 1301 Second Avenue, Floor 31, Seattle, Washington (Address of principal executive offices) |
98101 (Zip Code) | |||
(206) 470-7000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 7.01 | Regulation FD Disclosure. |
Pursuant to 17 CFR Part 243 (“Regulation FD”), Zillow is submitting the below information relating to its monthly unique user metrics.
In accordance with General Instruction B.2 of Form 8-K, the information under this item shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. This report will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.
On February 5, 2013, Zillow released monthly unique user metrics for the month of January 2013 on the Investor Relations page of Zillow’s website at http://investors.zillow.com/events.cfm (the “Zillow IR Page”). Consistent with our historical practice, in the future Zillow will only release its monthly unique user metrics on the Zillow IR Page following the close of the NASDAQ Stock Market on the fourth trading day of each month.
We count a unique user the first time an individual accesses our mobile applications using a mobile device during a calendar month and the first time an individual accesses one of our websites using a web browser during a calendar month. If an individual accesses our mobile applications using different mobile devices within a given month, the first instance of access by each such mobile device is counted as a separate unique user. If an individual accesses our websites using different web browsers within a given month, the first access by each such web browser is counted as a separate unique user. If an individual accesses more than one of our websites in a single month, the first access to each website is counted as a separate unique user since unique users are tracked separately for each domain. We measure unique users with Google Analytics. For the avoidance of doubt, the reported monthly unique users do not count individuals that access the Yahoo! Homes website in connection with our strategic relationship with Yahoo! Inc., which was entered into in 2011. Beginning in June 2012, the reported monthly unique users reflect the effect of Zillow’s May 31, 2012 acquisition of RentJuice Corporation. Beginning in December 2012, the reported monthly unique users reflect the effect of Zillow’s December 14, 2012 acquisition of HotPads, Inc.
The following table summarizes Zillow’s monthly unique users for Zillow’s mobile applications and websites for the periods presented:
| Monthly Unique Users for the Month Ended January 31, |
2012 to 2013 % Change |
|||||||||||
| 2013 | 2012 | |||||||||||
| (in thousands) | ||||||||||||
| Unique Users |
45,887 | 31,743 | 45 | % | ||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: February 5, 2013 | ZILLOW, INC. | |||||
| By: | /s/ SPENCER M. RASCOFF | |||||
| Name: Spencer M. Rascoff | ||||||
| Title: Chief Executive Officer | ||||||