ZILLOW GROUP, INC. — Director's Dealing 2015

May 15, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ZILLOW GROUP, INC. (Z)
CIK: 0001617640
Period of Report: 2015-05-13

Reporting Person: Flint Peter (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-05-13	Class A Common Stock	M	22200.0000	$0.0000	Acquired	633370.0000	Direct
2015-05-14	Class A Common Stock	S	19.0000	$95.1200	Disposed	633351.0000	Direct
2015-05-14	Class A Common Stock	S	11773.0000	$94.3484	Disposed	621578.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-05-13	Restricted Stock Units	$0.0000	M	22200.0000	Disposed		Class A Common Stock (22200.0000)	Direct

Footnotes

F1: Represents shares sold to cover tax withholding due upon vesting.

F2: The reported price is a weighted average sale price. These shares were sold in mulitiple transactions at prices ranging from $94.0115 to $94.95. 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: Date at which first vesting occurs is indicated. 1/6th of the total number of shares originally subject to the grant of Restricted Stock Units ("RSU") becomes exercisable at the first vesting date and an additional 1/6th becomes exercisable each quarter thereafter until the RSU is fully vested.

F4: Unless earlier forfeited under the terms of the RSU, each performance-based RSU vests as to 1/6th of the RSUs in six substantially equal quarterly tranches, beginning February 11, 2015.