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ZILLOW GROUP, INC. Director's Dealing 2015

Feb 26, 2015

30299_dirs_2015-02-26_7020ed60-2588-4201-b6bc-c9ee06c167ae.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ZILLOW GROUP, INC. (Z)
CIK: 0001617640
Period of Report: 2015-02-24

Reporting Person: Rascoff Spencer M (Director, Chief Executive Officer)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2015-02-24 Class A Common Stock M 10000.0000 $3.2448 Acquired 10000.0000 Direct
2015-02-24 Class A Common Stock S 500.0000 $119.0880 Disposed 9500.0000 Direct
2015-02-24 Class A Common Stock S 1700.0000 $117.9603 Disposed 7800.0000 Direct
2015-02-24 Class A Common Stock S 7800.0000 $120.0441 Disposed 0.0000 Direct
2015-02-25 Class A Common Stock M 2500.0000 $3.2448 Acquired 2500.0000 Direct
2015-02-25 Class A Common Stock S 400.0000 $114.2925 Disposed 2100.0000 Direct
2015-02-25 Class A Common Stock S 500.0000 $115.9092 Disposed 1600.0000 Direct
2015-02-25 Class A Common Stock S 600.0000 $113.0825 Disposed 1000.0000 Direct
2015-02-25 Class A Common Stock S 1000.0000 $112.4881 Disposed 0.0000 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2015-02-24 Stock Option (Right to Buy) $3.2448 M 10000.0000 Disposed 2017-09-15 Class A Common Stock (10000.0000) Direct
2015-02-25 Stock Option (Right to Buy) $3.2448 M 2500.0000 Disposed 2017-09-15 Class A Common Stock (2500.0000) Direct

Footnotes

F1: The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 4, 2014.

F2: The reported price is a weighted average sale price. These shares were sold in mulitiple transactions at prices ranging from $118.79 to $119.68. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price within the range.

F3: The reported price is a weighted average sale price. These shares were sold in mulitiple transactions at prices ranging from $117.50 to $118.45. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price within the range.

F4: The reported price is a weighted average sale price. These shares were sold in mulitiple transactions at prices ranging from $119.87 to $120.40. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price within the range.

F5: The reported price is a weighted average sale price. These shares were sold in mulitiple transactions at prices ranging from $114.08 to $114.50. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price within the range.

F6: The reported price is a weighted average sale price. These shares were sold in mulitiple transactions at prices ranging from $115.80 to $116.02. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price within the range.

F7: The reported price is a weighted average sale price. These shares were sold in mulitiple transactions at prices ranging from $113.01 to $113.16. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price within the range.

F8: The reported price is a weighted average sale price. These shares were sold in mulitiple transactions at prices ranging from $112.00 to $112.84. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price within the range.

F9: Date at which first vesting occurs is indicated. 1/4th of the total number of shares originally subject to the option become exercisable at the first vesting date and an additional 1/48th become exercisable each month thereafter until the option is fully vested.