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On February 17, 2015, pursuant to the Agreement and Plan of Merger, dated as of July 28, 2014 (the “Merger Agreement”) by and among Zillow, Trulia, Inc. (“Trulia”), and Zillow Group, Inc. (f/k/a Zebra Holdco, Inc., “Zillow Group”), following the completion of the mergers contemplated by the Merger Agreement, each of Zillow and Trulia became wholly owned subsidiaries of Zillow Group (the “Trulia Transaction”). As the successor to Zillow pursuant to Rule 12g-3(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Zillow Group’s Class A common stock was deemed to be registered under Section 12(b) of the Exchange Act and began trading on the NASDAQ Global Select Market under the ticker symbol “Z” beginning on February 18, 2015.


Except as otherwise expressly stated herein, this Amendment does not reflect events occurring after the date of the Form 10-K, nor does it modify or update the disclosure contained in the Form 10-K in any way other than as required to reflect the amendments discussed above and reflected above and below. Accordingly, this Amendment should be read in conjunction with the Form 10-K and Zillow’s and Zillow Group’s other filings made with the SEC on or subsequent to February 17, 2015.


We adopted a Code of Ethics that applied to our Chief Executive Officer, Chief Financial Officer, principal accounting officer and controller and persons performing similar functions through the closing of the Trulia Transaction. The Code of Ethics for Zillow Group, which is substantially in the form of the Code of Ethics that was applicable to us through the closing of the Trulia Transaction, is posted on Zillow Group’s website at http://investors.zillowgroup.com/corporate-governance.cfm. Zillow Group, as our successor, intends to satisfy the disclosure requirements under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of the Code of Ethics of Zillow Group by posting such information on its website at the address specified above.


The list of exhibits included in the Exhibit Index to this Amendment No. 1 on Form 10-K/A is incorporated herein by reference.