ZILLOW GROUP, INC. — Director's Dealing 2015

Dec 30, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ZILLOW GROUP, INC. (Z AND ZG)
CIK: 0001617640
Period of Report: 2015-12-29

Reporting Person: Samuelson Errol G (Chief Industry Dev. Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-12-29	Class A Common Stock	S	2348.0000	$26.4751	Disposed	41460.0000	Direct
2015-12-29	Class C Capital Stock	S	4969.0000	$24.1450	Disposed	87760.0000	Direct

Footnotes

F1: The securities include restricted stock units ("RSUs") that were previously reported as RSUs entitling the Reporting Person to receive one share of Class A Common Stock for each share underlying the RSUs as they vest. As a result of the Class C Dividend on August 14, 2015, these RSUs were proportionately adjusted and now relate to one share of Class A Common Stock and two shares of Class C Capital Stock for each share of Class A Common Stock that was subject to the RSUs as of the record date.

F2: Represents shares sold pursuant to a 10b5-1 Plan to cover tax withholding due upon vesting of RSUs.

F3: The reported price is a weighted average sale price. These shares were sold in mulitiple transactions at prices ranging from $26.33 to $26.73. 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 $23.92 to $24.330. 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.