ZILLOW GROUP, INC. — Director's Dealing 2015

Feb 20, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ZILLOW GROUP, INC. (Z)
CIK: 0001617640
Period of Report: 2015-02-17

Reporting Person: Philips Kathleen (Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-17	Class A Common Stock	F	1549.0000	$109.1400	Disposed	1774.0000	Direct
2015-02-20	Class A Common Stock	M	4000.0000	$30.4600	Acquired	5774.0000	Direct
2015-02-20	Class A Common Stock	M	3606.0000	$3.8870	Acquired	9380.0000	Direct
2015-02-20	Class A Common Stock	M	2219.0000	$3.2448	Acquired	11599.0000	Direct
2015-02-20	Class A Common Stock	S	9825.0000	$125.0000	Disposed	1774.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-20	Stock Option (Right to Buy)	$3.8870	M	3606.0000	Disposed	2018-03-01	Class A Common Stock (3606.0000)	Direct
2015-02-20	Stock Option (Right to Buy)	$30.4600	M	4000.0000	Disposed	2019-02-02	Class A Common Stock (4000.0000)	Direct
2015-02-20	Stock Option (Right to Buy)	$3.2448	M	2219.0000	Disposed	2017-07-20	Class A Common Stock (2219.0000)	Direct

Footnotes

F1: Represents shares withheld for taxes.

F2: 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.