On December 14, 2012, Zillow, Inc., a Washington corporation ("Zillow"), through its wholly owned subsidiary, Huckleberry Acquisition, Inc., a Delaware corporation ("Merger Sub"), consummated its acquisition of HotPads, Inc., a Delaware corporation ("HotPads"), pursuant to an Agreement and Plan of Merger (the "Merger Agreement") by and among Zillow, HotPads, Merger Sub and David J. Becker, acting as the stockholder representative, dated November 26, 2012. Under the terms and subject to the conditions of the Merger Agreement, Merger Sub merged with and into HotPads with HotPads remaining as the surviving company and a wholly owned subsidiary of Zillow (the "Merger"). HotPads is a map-based rental and real estate search site.

The total Merger consideration payable to HotPads equity holders is approximately $16 million in cash, less certain transaction expenses and other costs. All vested options to purchase shares of HotPads' common stock were cancelled and, in settlement of such cancellation, the holders of such options will receive cash payments representing a pro-rata portion of the Merger consideration. A portion of the Merger consideration has been attributed to the substitution of unvested stock options of HotPads outstanding as of the closing for stock options to purchase shares of Zillow's Class A common stock at an exchange ratio based on the Merger consideration and the average closing price of Zillow's Class A common stock on The Nasdaq Global Market for each of the 10 consecutive trading days immediately preceding the closing of the Merger. In connection with the closing of the Merger, approximately $1.6 million of the purchase price otherwise payable to HotPads' stockholders and holders of vested stock options will be deposited in a third-party escrow account to secure certain indemnification obligations of those equity holders.

A copy of the press release issued by Zillow on December 14, 2012 regarding the closing of the Merger is filed as Exhibit 99.1 hereto, and is incorporated herein by reference. The information in this Item 7.01 of Current Report on Form 8-K, as well as Exhibit 99.1, shall not be treated as "filed" for purposes of
Section 18 of the Exchange Act, nor shall it be deemed incorporated by reference in any filing under the Securities Act.

(d) Exhibits.

Exhibit
Number                                    Description

99.1         Press release dated December 14, 2012 entitled "Zillow Completes
             Acquisition of HotPads" issued by Zillow, Inc. on December 14, 2012.