ZILLOW GROUP, INC. — Director's Dealing 2015

Feb 23, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ZILLOW GROUP, INC. (Z)
CIK: 0001617640
Period of Report: 2015-02-20

Reporting Person: Beitel David A. (Chief Technology Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-20	Class A Common Stock	M	3698.0000	$3.8870	Acquired	15151.0000	Direct
2015-02-20	Class A Common Stock	M	2688.0000	$36.3600	Acquired	17839.0000	Direct
2015-02-20	Class A Common Stock	M	1543.0000	$30.4600	Acquired	19382.0000	Direct
2015-02-20	Class A Common Stock	M	1250.0000	$57.8350	Acquired	20632.0000	Direct
2015-02-20	Class A Common Stock	S	200.0000	$125.8977	Disposed	20432.0000	Direct
2015-02-20	Class A Common Stock	S	200.0000	$123.8550	Disposed	20232.0000	Direct
2015-02-20	Class A Common Stock	S	1000.0000	$124.9403	Disposed	19232.0000	Direct
2015-02-20	Class A Common Stock	S	2400.0000	$122.7475	Disposed	16832.0000	Direct
2015-02-20	Class A Common Stock	S	5379.0000	$127.0252	Disposed	11453.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-20	Stock Option (Right to Buy)	$36.3600	M	2688.0000	Disposed	2020-01-24	Class A Common Stock (2688.0000)	Direct
2015-02-20	Stock Option (Right to Buy)	$3.8870	M	3698.0000	Disposed	2018-03-01	Class A Common Stock (3698.0000)	Direct
2015-02-20	Stock Option (Right to Buy)	$30.4600	M	1543.0000	Disposed	2019-02-02	Class A Common Stock (1543.0000)	Direct
2015-02-20	Stock Option (Right to Buy)	$57.8350	M	1250.0000	Disposed	2020-06-27	Class A Common Stock (1250.0000)	Direct

Footnotes

F1: The reported price is a weighted average sale price. These shares were sold in mulitiple transactions at prices ranging from $125.71 to $126.09. 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.

F2: The reported price is a weighted average sale price. These shares were sold in mulitiple transactions at prices ranging from $123.50 to $124.21. 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 $124.53 to $125.46. 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 $122.00 to $122.78. 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 $126.75 to $127.09. 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: Number of shares adjusted to include 4 shares directly held that were inadvertently omitted from the reporting person's prior report filed February 17, 2015.

F7: 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.